A Girl and Her Octopus
by CDAnders
Summary: Otto's loss for his late wife leads him to do an internet search for the perfect partner in crime. Can a lonely fangirl and an insane supervillain get along? Please R&R!
1. Is it Possible?

A Girl and Her Octopus

Yay! My first new fic of the new year! #throws confetti# Hope you like it!

1. Is it Possible?

Otto walked briskly down the street. The chill autumn wind blew his auburn curls against his face. It was a cold Saturday morning in November, and Otto wanted to find shelter soon, for it was getting colder by the minute. His actuators were hidden beneath his long brown trench coat; they were icy cold against his bare back. How he had come to hate their voices in his head, caressing his mind soothingly with their lulling whirrs one moment, then shrieking out cries piercing his skull the next.

He just wanted to get home. Home. Is that what he referred to the pier as now? His real home was vacant, he supposed; maybe later he could gather up his meager belongings and move back in. That's what he would do the next day. Right now he just needed warmth, and shelter from the biting wind.

He continued walking down the street, faster now, for he felt like the temperature had already dropped ten degrees. He walked past a store owned by Oscorp, glancing into it as he walked by. Then he stopped, took a step back, and looked again. He walked up to the window and placed his gloved hands against the glass, peering into the dimly lit display. There in the store was an open silver suitcase; nestled inside was a nuclear battery. It was beautiful. The actuators sensed his joy.

**_Father, we sense you are very happy. What are you looking at? May we see?_**

_"Yes, you may come out and see. I'm taking it."_ The tentacles burst out of the coat and hung in the air, staring in awe at the display. _"I must have it!"_ One tentacle reared back and smashed through the window, and they carried Otto into the store. He took the entire piece in the suitcase, closed it up, and walked out of the store as the alarm blared. People were pointing at him and screaming, running around in all directions. Otto paid them no heed, but continued back to the pier. Just as he was walking away, he heard a voice.

"Otto?" Slowly, Otto turned around and stared at the person. The woman had brown hair with a reddish tint to it, and soft, loving brown eyes that sparkled like the sun. She was wearing a gold-colored poncho with a diamond print, and a long, black skirt that flowed with the wind. She stood in front of Otto, smiling. "I'm here, Otto."


	2. Shattered Dreams

2. Shattered Dreams

Otto lowered his glasses. His eyes were open wide, as he tried to speak. His mouth was dry from the shock.

"R-Rosie?" Rosie smiled.

"Yes, Otto. It's me." She turned her eyes to the suitcase in his hand, and then up at the actuators, who were hovering in the air, studying her. "Otto, what's happened to you?" Otto glanced at the arms.

"Don't you remember? That day when I created the fusion--"

"I know how those happened, Otto." She stated, pointing to the arms. "I meant this." She gestured towards the suitcase. "Why, Otto? Why have you chosen this life? You've become a criminal!" Otto looked into her questioning eyes.

"I… don't know. But I can't go back, Rosie. This is the life I've chosen. I'm a wanted man, and being with me would only endanger you." Tears welled up in Rosie's eyes. Otto turned away and crossed the street.

"Otto wait!" Rosie ran after him, crossing the street. Otto turned around to watch her standing in the street, as a semi truck blared its horn, coming closer to her.

"Rosie! Look out!" Rosie turned around to face the truck. Time froze in Otto's eyes. He watched horrified as Rosie's flesh made contact with the cold metal of the truck's face. In a matter of seconds, she was under. "ROSIE!!!" Otto ran to the truck. The actuators grabbed hold of it and flung it across the road, as it landed upside-down on top of another vehicle. Otto knelt down before Rosie. She was breathing violently, her face was scratched by the truck, and there was a pool of red underneath her. "Rosie? Rosie, speak to me! Oh, Lord, I can't let you leave me again!" Rosie turned her head slightly and looked up at Otto. She smiled weakly, and lifted her blood stained hand to run her fingers through his hair.

"Otto…" She began. "Otto, I love you with all of my soul. Do you know that?" Otto nodded his head quickly but lovingly. "Good. Otto, when I go…"

"Don't say that, Rosie, you're going to be fine! You… you can't leave me here alone!"

"Otto…" She placed her hand on his tear-stained face. "You'll never be alone. I'll always be here for you. In here." She poked him lightly in the chest. "Promise me one thing…"

"Anything, Rosie, anything! Just don't leave me!" By this time he was sobbing so hard he could hardly speak.

"Never forget me, will you Otto?"

"Oh, Rosie, how could I ever forget you? I'll never forget you as long as I shall ever live!" He firmly held her hand. She smiled at him, then laid her head down on the ground.

"Never forget me, Otto…" She closed her eyes. Rosie was gone.

"Rosie? Rosie??" Otto sobbed even harder. "ROSIE!!! Oh, no, Rosie! Rosie! Rosie!"

--

"ROSIE!!!" Otto's eyes snapped open, and he sat up. He was in his own home, sitting in his bed. He put his face in his hands, and cried.

It was all just a dream. But it made him feel even lonelier. A week ago he had moved back into his home, so he could live in some civilization, instead of living in an old abandoned pier on the Hudson River, eating out of dustbins, when he ever ate at all.

He felt so alone, the least he could have was a partner; a partner in crime, maybe? He could start searching immediately. Of course, going around asking people "Would you like to join a super-villain in a city-wide crime spree?" was a little conspicuous. He would do an online search, look for people who seemed interested in that sort of thing. First thing tomorrow. Right now what he needed was sleep, to get away from his horrible dream and regain his right mind. He lay back in his bed and pulled up the covers. The actuators draped themselves over him, and he said good-night to them, as he eyes drooped to a peaceful slumber.


	3. The Consequences of Being Obsessed

**3. The Consequences of Being Obsessed**

Rachel sat at her desk in the classroom, daydreaming. English. Bleh. She hated that class! She already knew all the types of sentences, punctuation, and grammar rules, yet they still had the same class year after year! Now in the other classes, you learn something new each year. Those were the kind of classes she liked. Like algebra and science. Those were her favorites, but she liked science the best. She only wished she could have the brilliant Dr. Otto Octavius as her professor. Gym was fun, too. Exercising, she thought, was awesome. She loved to always be in good shape, just in case she ever needed to fight or something.

Rachel was a sixteen-year-old junior in high school, who enjoyed working out, writing, music, and, of course, the internet. She had shoulder-length brown hair with blonde highlights, and bright blue eyes. She loved school, especially science, and was obsessed with Otto Octavius.

She was calculating what she needed to do when she got home. Homework always came first, to get it done and out of the way. Then she'd hop online to check her sites. First, she had to check her email for reviews, author alerts, and other various messages from She was a fan fiction author, and always had some type of message from the site. Then she had her message board about fan fiction. She also had an online journal, which was always fun.

And finally, she had her famed Otto shrine. She had invented that site completely devoted to Otto. Message boards, polls, quizzes, anything you ever needed to know about the infamous Dr. Otto Octavius. Only about three people knew about it: Herself, her friend from the UK, and Rachel's best friend Anna.

Now Anna and Rachel had met in summer camp one year when they were in junior high. They were assigned as partners for archery, and got along wonderfully in the first round. They had lots of stuff in common, but the one thing they could never stop talking about was Otto Octavius. Through the years, their interests changed, but they always shared that fanatical love for the four-armed genius. Anna was seventeen, had long black hair, brown eyes, and wore baggy boys pants and glasses. They were both on , and were always encouraging each other that one day they'd finally get to meet the infamous doctor they adored, and would become his two partners in crime. After all, they did live in New York. The odds were pretty good. They instant messaged each other every night, and met at Rachel's house every morning to walk to school together. The two friends decided one day to make a shrine for the beloved doctor. They created a web page, and called it 'Otto-Obsessed'. They also created a message board for giggly fangirls who loved Otto. Rachel managed to get Otto-Obsessed into a few little-known search engines, so maybe the wonderful doctor would get some more popularity.

Rachel was distracted from her dreaming by the class bell. She stood up, gathered up her books and headed out of the classroom, on to her favorite subject, science. Anna ran up to her in the hall.

"Hey Ray! Ray, I've finally figured it out!"

"What's that, Anna?"

"I've finally got it! The perfect plan to meet Otto!"

"Oh, come on, Anna, not again! Remember that one time when we visited his old abandoned apartment and got arrested for trespassing? And the time when we hired a pilot to fly us over rooftops to see if Otto was up there? Look, I'm all for meeting Otto, but we need a better plan! So, what's your idea?"

"Pier 56 is only a couple miles away." Rachel was silent for a moment, and then grinned at her friend.

"Anna, did I ever tell you you're a genius?"

"Thank-you. I told you it as a great plan."

"Let's do it tomorrow, since it'll be the weekend. Are you coming over after school today?"

"Of course! We always do that!"

"Good. We can plan out how we're gonna do this. This is gonna be great!" Anna giggled.

"When two fan girls get together, there's bound to be chaos."

"Amen to that, Anna. Amen to that." The girls giggled all the way to science class.


	4. The Search Begins

**4. The Search Begins… **

Otto opened his eyes. Sunlight was spilling into his room, but it was also blinding his eyes because of the glint off of the tentacles. He sat up, rubbed his eyes, and shuffled into the kitchen. He opened the fridge to find that it wasn't even running. He checked the microwave. That wasn't working, either. They had cut the power from his home. Perfect. He opened the cabinets and found a box of cookies. Good enough for a breakfast, he thought. He opened the box and took a bite out of one. They were stale. So what was he supposed to do? He couldn't function properly without food. Finally he found a loaf of bread in the breadbox and slopped some peanut-butter on it. It was good enough. He walked back into the bedroom and turned on the laptop on his desk. At least THAT still worked. Getting online, he pulled up Google. Now, deciding what to search for was the hard part. 'Super villain wannabees' was kind of what he was looking for, but a search like that would result in fantasy quizzes and other things. He wondered if his own name would give him anything. It was worth a try. He typed in 'Otto Octavius'. Surprisingly, the search engine found more than a hundred sites just about him. Otto was somewhat flattered. One site in particular was appealing. It was a chat room entitled 'Super Villain Wannabees'. Maybe that search wouldn't have been so outlandish after all. So he clicked on the link. Two people were already in the chat room, debating over being 'super villain wannabees'. Otto decided not to join just yet, but listen in and see what they were thinking.

"Don't you think it's a little dangerous to be the partner of a megalomaniac who was turned insane by the failure of a science experiment?" This person's screen name was 'The Debater'.

"I'd give ANYTHING to be his partner!" Otto liked this remark very much. Taking a look at the screen name, he found that this girl's name was Rachel.

**The Debater**: "Oh, really? Tell me, what certain qualities does this doctor have that makes him so appealing to you?"

**Rachel**: "Oh, there's SO many! First of all, and most important, I think, would be his intelligence. He's a brilliant doctor, he's got a PhD in Nuclear Physics, he's created a successful fusion reaction,"

**The Debater**: "May I remind you that there was a breech in the fusion reaction? The famed Otto Octavius miscalculated." This person was getting on Otto's nerves; making a rebuttal for every word the obviously devoted person said.

**Rachel**: "So? Humans make mistakes! Do you even realize how close he was to making the greatest breakthrough in technology in the history of mankind!"

**The Debater**: "Fine. So, go on with your list of wonderful qualities for this brilliant man."

**Rachel**: "Very well. As I was saying, other wonderful things about Otto would be his beautiful eyes, his smile, his beautiful brown hair, his voice, his personality, and that trench coat is simply breathtaking!" This was too much for Otto to handle. Was he really that much adored?

"Well, I must agree that he is simply gorgeous," said The Debater. "But you're really saying that you'd like to be his, how should I say it, 'partner in crime'?" This was exactly what Otto was waiting for.

**Rachel**: "Absolutely. I would do anything for him; he's my role model." Otto was being unmercifully flattered. Role model? This was the one. The person to be his partner in crime.

**The Debater**: "May I ask what kind of relationship you would have with doctor if you ever received the privilege to be his partner? Par say, romance?" Now this was something Otto hadn't thought of. Of course! If a devoted fan girl was to be his partner in crime, he had to make sure he knew what she was wanting in for.

**Rachel**: "Romance! Heck no!" Otto breathed a sigh of relief. There was hope yet. "I only wish to join him because he's brilliant, and not to mention gorgeous, but I would just love to be his partner for the sake of gaining that wonderful opportunity. Any romance is out of the question." Another person entered the chatroom. Otto looked at the name, which said 'Anna'.

"Are you kidding! Rachel, don't you remember when we gave him that nickname, 'Otto Hotto'?"

**The Debater**: "Otto Hotto?"

**Rachel**: "Anna, that was just cuz' he was cute! I don't want a romantic relationship with the guy! He's in his late forties and widowed!" This comment offended Otto a little bit. Sure, he wasn't in his prime anymore, but he wasn't that old!

**Anna**: "Well, if I was his partner, I'd be his new wife!"

**Rachel**: Anna, you're insane."

**Anna**: "That gives me a better reason to be his partner! We'd be an insane twosome!"

**Rachel**: "So, are you coming over today?' The Debater then dropped out of the conversation.

**Anna**: "Of course! We need to plan our uh… plan!"

**Double-O**: "And what plan might that be?" Otto had joined the conversation.

**Rachel**: "Oh, we're going to try to meet Otto again."

**Double-O**: "Again?"

**Rachel**: "Yeah. We've tried like 5 times, but we've always ended up failing."

**Double-O**: "I see. So you two are desperate to meet this guy, huh?"

**Rachel**: "Hello? Have you seen the title of this place? Me and Anna here are _totally _obsessed! You should take a look at our website! Would you like to?"

**Double-O**: "Sure, why not."

**Rachel**: "Well, it was nice talking with you, ladies."

Otto left the chat room and clicked on the link. It brought him to a site called 'Otto-Obsessed'. On every page, the entire background was covered with pictures of himself.

_"How do they find this stuff!" _He clicked on one of the links and found himself in a quiz. 'Do you have what it takes to be the partner of the infamous Dr. Otto Octavius?' _"This is unbelievable!"_ He opened a page entitled 'Partnership'. He supposed it was created by Rachel, and it had a list of ten reasons why she should be his partner in crime. The very last one confirmed his decision. It read:

"Dr. Otto Octavius is my role model. He is intelligent, witty, charming, handsome, has great potential and wonderful powers. He has taught me about intelligence; how to use it wisely. He will never give up trying to make his dreams come true and neither will I."

That was it. Rachel would be his partner in crime. He clicked on her profile and found a picture of her. Printing it out, he planned to find her that day at Time Square, since it said in the profile that's where she and Anna always hung out. He would find this desperate fan girl who wanted to be his partner in crime, and would grant her request. He stood up, put on his coat and hat, grabbed his sunglasses, and headed out the door for Times Square.


	5. My Dream has Become a Reality

**A/N: Just wanted to let you all know, anacsadder has helped me a great deal with this fic. So thanks!**

**5. My Dream has Become a Reality**

Rachel left the chatroom and signed offline. About 10 minutes later, Anna came to the door.

--

"Okay. So, what're we gonna do? We need some kind of plan."

"Let's meet somewhere. Cuz' I've gotta grab some stuff from my place anyway."

"Okay, how about… the Star Bucks in Time Square? We can get a little something while we're there, too and then head to the pier from there."

"Great idea! And let's wear our Otto shirts too!"

"That's an awesome idea! Okay. So Time Square, Star Bucks, in 10 minutes. Wear your Otto shirt."

"Okay! See you in a few!"

Rachel went upstairs to her room. Opening her drawer, she pulled out a black t-shirt. It had that "oh-so-adorable" picture of Doc Ock looking over his shoulder. Anna and Rachel had made them together to show their ultimate adoration of Otto.

Rachel grabbed her backpack, turned it upside-down, and emptied it of its contents. She put into it her camera, her digital camcorder, her laptop, and her homework, just in case she'd be out all night. She grabbed her PDA, stuffed $20 in her pocket, and ran out the door.

--

Otto was walking through the streets of Time Square, with a picture in his hand. Now that he thought about it, this was going to be a lot harder then he had first thought. Here he was, walking around in Time Square, looking for a girl of sixteen years of age, with only a picture to go by. He had to scrutinize every person that passed by him, to see if he could find he. Heck, how could he be sure she was even here! He continued walking down the street, looking at every person who passed by. No sign of Rachel. He sighed, putting the picture in his coat pocket, and continued walking down the street.

--

Rachel was walking down the street in Time Square, when her PDA started beeping. Taking it out of her pocket, she glanced at the screen. It was a message from Anna. They used their PDAs together to IM each other.

**Anna: Where are you? **Rachel decided to reply to her, since she might be a few minutes late anyway.

**Rachel: I'm about a block away from Star Bucks. U?**

**Anna: I'm at Star Bucks! What's taking you so long?**

**Rachel: Hey, you live closer to it then I do! So just be patient!**

**Anna: Okay, okay. lol BBFN! **Rachel chuckled to herself, walking at a faster pace now down the street on her way to the coffee shop. Then she heard beeping again.

_"What now?"_ She thought. Looking down at the PDA in her hand, continuing down the street, she saw that it was an alert from a website she had been looking at.

**Dear Rachel, **

**We are proud to have you as a member of our science club! Please feel free to browse through the site, and email us if you have any questions or anything you'd like to submit! **

Rachel opened up the website and began reading one of the articles. It was on fusion. She continued reading and walking down the street, when she accidentally ran into someone. She fell onto the sidewalk, as her backpack opened and all of its contents spilled out. Her PDA went flying into the air, and the person caught it in mid-air. Looking at it, he was surprised to find that it was on fusion. Rachel stooped down on the ground, gathering up her things and examining them for starches of dents. Fortunately, everything was all right, and she placed them into her backpack. The man handed her her PDA as she was brushing herself off.

"Here. I think this belongs to you."

"I am **_so_** sorry, sir! I--" She stopped, as she looked up take the PDA from him, instead of a human hand, she saw a steel actuator holding it out to her.

**The Trickster: 30 miles away from New York in _California_? That makes no sense! Perhaps you meant 300? **

**Agent Silver: hehe, too lazy, eh? I understand. :P Of course I'm Rachel! In addition, Anna's anacsadder.**

**Anacsadder: Amen to that! Heehee :D**

**Silent Watcher, 1st Fury: Sorry, but if you've read the previous chapter, you know there's gonna be NO romance between Rachel and Otto. Nevertheless, Otto is a real sweetheart to Ray, just not in a romantic way. **


	6. Partnership

**6. Partnership**

Slowly, Rachel took the PDA from the actuator, and stood up, facing the man standing in front of her. He was wearing a brown trench coat and black leather gloves. He had brown hair with a reddish tint to it, and sunglasses that shaded his eyes. He stood in front of Rachel, smiling. Rachel's eyes widened in awe, as she stood in front of the man she idolized. Otto Octavius. She clasped her hands over her mouth to stifle a squeal, as her eyes sparkled. She was absolutely speechless! She felt so humiliated, for running into him, yet she was somewhat glad she did, since she was standing right in front of him, and he was SMILING! At her! She didn't know what to do! So she just stood there for a whole minute, her hands over her mouth to keep her from squealing, her eyes radiant with enchantment. Otto looked at her for a moment, then pulled out the picture from his pocket. Comparing it to the girl, he found it was Rachel. His partner to be. Standing right in front of him this very moment. He noticed the t-shirt she was wearing, with a picture of himself on it, and thought to himself.

_"Wow, this kid's obsessed!" _Finally, Otto decided to say something.

"So. I saw you were reading about fusion." Rachel didn't know whether she should answer, for fear of squealing uncontrollably. Otto was laughing in his mind. The way she looked at him, in awe rather, flattered him. "I don't bite, you know. You can talk." Rachel slowly removed her hands and clasped them together.

"You… I… how… oy. I'm sorry, I can't speak and I can't believe I'm meeting you for the very first after all this time I've been trying and trying and I never thought I'd actually make it this far and I can't believe it's really you and you're here in front of me and I just can't… believe it." She stopped here to take in a breath. Otto smiled.

"You're really that surprised to see me?"

"Well… I don't really know. I mean, I am in New York, so the chances were pretty good… I just can't believe I'm standing here in front of you, right now, and, you're here, and… oh, there I go, babbling again. I'm surprised I'm even able to speak! Normally in a case like this if I ever met someone famous I'd be squealing and bubbling all over and I wouldn't be able to do anything but stand there, but this time… well, I've really surprised myself." Otto showed her the picture.

"This is a picture of you, correct?" Rachel slowly nodded. "Were you in a certain chat room this morning debating over me?" Rachel nodded again, eyes wide. "Well then, allow me to introduce myself. I am Double-O." This time Rachel really did squeal. A short one-second squeal, but nonetheless a high-pitched and loud fangirly squeal.

"You mean, I talked with you this morning in a… a _chatroom_?" Otto nodded his head, smiling. "Oh, my… this is strange. But how the heck did you _find_ me? And what could you _possibly_ want with a giddy fangirl like me?!"

"Well I found the chatroom, and took a look at the conversations. And what do I want with you? Well, I was kind of hoping you would be my… partner in crime." Rachel screamed. It was a piercing scream, high and shrill, and the actuators curled up against Otto. "Shh! Not so loud, please?"

"Oh! Sorry! It's just that me and my friend Anna scream like that all the time and don't usually realize it's that loud." Otto quietly chuckled.

"It's okay."

"But are you really serious? You want me to be your… your…"

"Partner in crime. Yes. Yes I do."

"You're… you're really serious here?" Otto nodded. "I--I--I can't believe it. I.. I don't know what to do. I… oh my gosh!"

"What?"

"I was supposed to meet Anna at Star Bucks 10 minutes ago! I am _so_ sorry, Dr. Octavius, but I have to go! I promised my friend--"

"That you were going to look for me."

"Well, yeah! Anyways, I've gotta go, but is there any way I can meet you again some other time to get a little more acquainted?"

"Do you have a cell phone?"

"Of course! You want the number? Here." Grabbing a piece of paper and a pen from her backpack, Rachel scribbled down her cell number in a hurried frenzy and gave it to Otto. "Now I've really gotta go! I don't want to, but I have to!"

"That's okay. I'll call you later. Better get going."

"Okay! Bye!" Rachel ran into the coffee shop with surprising speed, almost running into other people, screaming "Anna! Anna! You're not gonna believe this!" Otto chuckled to himself quietly, as he walked home.


	7. I Don't Believe It

**7. "I Don't Believe It." **

"I'm telling you, Anna, I saw Otto Octavius! He was in the street!" Rachel and Anna were back at Rachel's house. Rachel had run into the coffee house, grabbed Anna by the arm, and ran back out, before Anna could even finish her frappe.

"I don't believe it! If you _really_ met him, you would've gotten me a lot sooner so I could meet him too!"

"I know! I don't know what happened! It was just sorta… weird. I didn't react the way I thought I would at all!"

"Uh huh. Do you any _proof_ that you met him?" Just then, Rachel's cell phone rang.

"Why yes. Yes I do have proof. I gave him my digits."

"You DID?! Answer it! Answer it!" Rachel picked up her phone on the bed and shakily said "H-hello?"

"Hey. It's me."

"Uh… hi!"

"Listen. If you really want to join with me, I need to know some things first."

"Okay, shoot."

"First of all, I need to know whether you'll be wanting to stay at home or come and stay at my home."

"Uh… I'm not really sure. I don't really want to leave school."

"Well of course, I don't want you to leave school, either. It's your decision either way."

"Um, I'll have to think about it."

"Okay." Just then, Anna grabbed the phone from Rachel's hands.

"Hello? This is Rachel's best friend, Anna. I don't really believe you're really Otto Octavius. If you're really him, prove it!"

"Look out the window if you want proof." Rachel and Anna turned towards the window, and there was Otto, watching them, with a cell phone in his hand. Anna dropped the phone and squealed. Rachel stooped and retrieved the phone from the floor. "You were right. You do both scream a lot." Otto said, smiling. Rachel grinned at Anna.

"See Anna? I told you."

"This… is… AWESOME! Ray, how'd it happen?"

"Well, it's a long story…" Rachel began to tell Anna the story of how she had run into Otto on the street and met him. And how he wanted her to be his partner in crime. Anna's eyes were huge with awe.

"Wow…"

"But you can't tell ANYONE, got it? Not a single soul!"

"Oh, you can count on me! Best friends forever, right? I won't let you down!" She saluted and then giggled. "But I just can't believe you're actually going to be the partner of Otto Octavius! You're so lucky!" Otto tapped on the window to get their attention. The two girls gasped, remembering they had forgotten the doctor who was still on the phone with them! Rachel grabbed the phone.

"Excuse me, but are you two ladies finished yet?"

"Sorry. So, what're we doing?"

"I'll meet you after school on Monday. That should give you enough time to decide what you're going to do. That alright?"

"Sure, that's great!"

"Okay. See you tomorrow."

"Bye!" Rachel and Anna looked at each other, and then screamed as loud as they could for about five minutes.

"I can't believe you're going to be partners with Otto Octavius!"

"I know! I can't believe it either!"

"This is so great! I still can't believe he found you in a chatroom!"

"I know! I wonder what he's actually gonna have me _do_. I mean, I'm' going to be his partner in crime, so what am I supposed to do?"

"Hmm… I don't know, either. But you're in good shape, and you know self defense, so that good I suppose."

"Yeah, you're right! This is going to be so awesome!"

"Just like the good doctor!"

"Oh, yeah, he _is_ awesome!" The girls giggled and went back to the coffee shop for a shake.


	8. Getting Acquainted

**A/N: I'm VERY sorry everybody! I made a big mistake in the last chapter! I said that Otto was going to meet Rachel after school the next day, but the next day would have been Sunday! So that's a mistake. I fixed it in the previous chapter. Sorry. ;**

**8. Getting Acquainted**

Rachel spent most of Sunday thinking about the decision she had to make. She could either stay at home and go be Otto's partner in crime every day after school, or she could take the easy way out and just move into his apartment. There were drawbacks to each. First of all, if she stayed at home having a part-time job as Otto's partner in crime, she would have to make an extra trip every night going back home. And, if she decided to move into his apartment with him, she would have to leave her home and her family. Her parents were almost always working, so she hardly ever saw them, or they her. So it wouldn't be too much of a problem leaving home, she guessed. That's what she would do. She would pack up what she needed, and stay at Otto's apartment. She got her backpack/schoolbag and packed what she needed. About five outfits, some money, her favorites CDs, her PDA, camera, cell phone and laptop were what she packed for her new job. Done with packing, she turned on her stereo, laid down on her bed and began reading a magazine, daydreaming about her newfound occupation.

Monday finally rolled around; it seemed to take forever to get here in Rachel's mind. She was so excited she could hardly eat or do anything. Anna came to the door. Rachel answered it, jumping up and down and grinning broadly.

"Oh my gosh! You're moving in with him!"

"YES!" The two girls screamed for another five minutes, and then went inside the house. Rachel grabbed her backpack and they walked to school together, or rather skipped to school. Rachel calmed down somewhat throughout the day, and paid close attention to school. Heck, maybe she'd get her wish after all and have Otto as her science professor! It was possible, right? Well, a girl can dream.

The school bell rang and Rachel sprinted to her locker, grabbed her books, stuffed them into her backpack, and ran out the door, waving to Anna.

"Bye Ray! Have fun with your new life! Wish I was you! Bye!" Rachel stood outside the school building, looking around for Otto. A tentacle tapped her on the shoulder from behind. Rachel turned around to see it snake around behind the school building. Following it, she met Otto waiting for her.

"Have you decided?"

"Yup." She said, gesturing to her backpack.

"Good. Let's go." Otto led Rachel around the back of the school building and to his home. Opening the door, Rachel walked in, observing her surroundings. She noticed a CD player in another room; that was a very crucial article. "Come with me, and I'll show you your room." Otto said, walking past her down the hall. Rachel was ecstatic. She got her own room in Otto's home! She felt like squealing, but she didn't want to irritate him. So she quietly followed him, dragging her bag behind her. He led her into a regular-sized bedroom. The walls were a deep purple color, with hard wood flooring, and a small closet. There was a twin size bed, a small black table with a chair, and a black desk in the corner. "It's not much of a room, I know."

"No, it's beautiful! It's perfect!"

"Glad you like it. I'll leave you to get situated." Otto walked towards the door.

"Oh, hey, if you're not using that CD player…"

"Go right ahead." He said. "I'm going outside to get a few things. Please, make yourself at home." Otto left and went outside, leaving Rachel to adapt to her new home. After he had walked outside, he heard a shrill squeal coming from the apartment that lasted about a minute. He smiled to himself, figuring that she would get used to her new surroundings in a very short while.

--

Rachel stood in the room after her burst of excitement and set her bag on the bed. Taking out the clothes she had packed, she hung them up in the small but cozy closet. She set her laptop on the desk, and placed her camera, cell phone, money, and PDA on the table. She ran into the other room and retrieved the CD player, bringing it into her room and setting it down on the floor along with her CDs. There, everything was set out, and Rachel already felt like it was her room. Turning on the CD player to one of her favorite songs, she sat down at the desk, turned on the laptop, and began working on some of her fanfiction.

--

When Otto came back into the apartment, he could hear the music coming from Rachel's room. Heading to the room, he saw her sitting at the desk, typing away at her laptop. "Well, I see you've gotten comfortable here already."

"Huh? Oh, hi! Yeah, this place is great! I love it!"

"Glad you think so. Well, you are my partner in crime, but I don't think I've caught your name." Rachel jumped up from her seat.

"Oh! You're right! I'm sorry! I'm Rachel."

"Oh, so your screen name is your real name. Well, it's very nice to meet you, Rachel." He said, shaking her hand.

"Yeah, I like to go by my first name. A lot of people just call me Ray, though. I don't think I need to know your name though, Dr. Octavius."

"You can call me Otto." He said as he walked out of the room. Rachel could have exploded with exhilaration as she ran down the hall following him. She got to call him by his first name! She felt like fainting, but that would show too much fangirly-ness, and not enough of a criminal mind. Speaking of which, what was she going to be doing as Otto's p-i-c?

"Uh, I have sort of a kind of… really stupid question."

"There's no such thing as a stupid question. What is it?"

"Well, I was kind of wondering, since I'm your new partner in crime, well, I was wondering what I'm actually going to be doing." Otto softly chuckled.

"Is that all? Well, you'll get your chance today. Wanna rob a bank?" As soon as this came out of his mouth, Otto considered that to be a stupid question.

"Do I ever!" Rachel exclaimed, her eyes sparkling. Otto smiled at Rachel, who smiled back at him with huge eyes. Her adoration of him made him feel a little like a god. She had him way too high on the pedestal!

"Well, that's an answer I've never heard before." He said. "Of course, I've never had a partner in crime before." He added with a grin. "How's this sound? We'll go to the bank, grab some money, and come back here."

"Sounds great to me!" Rachel could feel her stomach churning. "I'm hungry. You got any food around here?" Otto sheepishly smiled.

"Well, yes and no." The confused look from Rachel drew him to explain his predicament. "You see, the electric company cut the power from my apartment because I wasn't paying the bills. So I do have food, just none of it is any good."

"Oh… is that why you wanted to rob the bank?"

"One reason, yes."

"Oh, there's no need for that! I've got my college scholarship with me, wait here; I know it's around somewhere." She said as she ran to her room.

"Oh, you don't have to--"

"Here it is!" Rachel shouted, coming back to the den with a paper in her hand, offering it to Otto.

"No, Rachel, I can't take this."

"Why not? Is it illegal?"

"It's not a political issue. And even if it was that wouldn't matter. You need it for your education. I'm not going to take that away from you."

"Please? You need it more than I do! Food is more important than education!"

"Is it? I'm beginning to wonder…"

"Please take it, it's mine to give, and I want you to use it! Please?" Otto looked into Rachel's pleading eyes, and at the paper in her hand.

"No, Rachel. I can't take this. Your education is more important to me than having power to my home." A tentacle took it from her hands and extended over into her room, placing the paper back into her bag. "We'll just use the money from the bank."

"Well, there's no use doing that! The police'll find out you stole the money, and used it to pay some of the bills to regain power, and then they'll come over here and find you, not that they could do anything, however, cuz' you could take em' all out in a split second!" She said, with a wily grin on her face.

"Quite right. I had thought of that; I was simply testing you." The real truth; Otto had lied. He hadn't thought of that; he was beginning to think having a partner in crime was going to be very beneficial.

"Wow! I passed my first test!"

"And quite accurate, and with much description, I might add."

"Awesome!"

"Well, are you ready to go?"

"Yup! Let's get going!"

"Very well."

--

Otto and Rachel arrived at the bank, which appeared to be exceptionally busy that day. Otto's actuators were hidden beneath his coat, as he and Rachel innocently walked in. Why make a scene, Otto thought. The stealthier, the better, and he could see how Rachel would do in other situations. Glancing over to the vaults, he nudged Rachel in the shoulder, gesturing over to the guards in front of the vaults. Rachel studied the situation, then noticed a door with a sign that said "SECURITY ROOM: EMPLOYEES ONLY" She whispered to Otto and he nodded, and Rachel headed for the security room, and Otto proceeded behind the guards.

Rachel, upon arriving at the door of the security room, found that it was locked with a keypad. Score one point for the good guys, she thought. She knew numerous hacking codes from being on the internet most of her life, but she figured the bank people would have probably over-ridden them for further security. However, she did remember the little screw-driver she kept in her pocket that she used to take things apart; one of her favorite activities. Taking it out of her pocket and looking at the keypad, she thought to herself.

_"The fools! They should've welded this thing to the door, instead of screwing it in where anybody could take the thing off and break in! Someone like me!" _She smiled at her ingenuity, and proceeded to unscrew the keypad off of the door, making sure no one was looking, of course. Done with that, she reached her hand into the hole where the keypad originally was, and unlocked the door from the inside. Then she opened the door, closed it behind her, and pulled the keypad up against the outside of the door, to make it look exactly the way it was before she maimed it. Walking over to the rows of monitors, she found the one she was looking for; the monitor looking over the vaults. There was a code on the bottom left of the screen; maybe it was a key to something. So, riskily, she typed it into the keyboard below the screen. A menu appeared, with a vast array of options. Scrolling down with her eyes, Rachel spotted a menu command for the locks on the vaults. Grinning broadly at her discovery, she inputted that command, and a message appeared on the screen saying that the vaults had been unlocked.

--

Otto came up behind the guards. A tentacle shot out a razor-toothed blade from behind the two guards. It went clean through them, and all life passed out of them as they fell to the ground in a silenced death. Otto looked up at the security room and saw Rachel in the window, giving him a thumbs up. He returned the gesture, and turned to the vault, opening the door and walking in. He took 10 bags of gold coins, walked out of the vault, signaled Rachel to him, and together they walked out the bank without even being noticed by anyone. Rachel excitedly told Otto about how she had broke into the security room and activated the vault doors, obviously interested in what Otto thought about it.

"Did I do good?"

"You did perfect for your very first crime."

"Really? Yay!" They went back to the apartment, and Rachel walked into the kitchen, sitting down at the table with one of the money bags. Upon examining one of the coins, Rachel frowned at it, and then looked through the rest of the bag. Suddenly, she started laughing hysterically. Otto came into the room, looking at Rachel with a confused look.

"Rachel, have you been drinking?"

"Huh? No! It's just that… here, look." She held one of the coins in her hand, then crushed it in half.

"Wha…?" Rachel started laughing again.

"Otto, these are chocolate coins!" She said as she removed the gold foil to reveal the chocolately goodness, then continued laughing.

"Chocolate?! How?" He demanded.

"Apparently, I had forgotten that some of the guys at my school had decided to pull a prank, and in the middle of the night they snuck into the bank and replaced the gold coins with chocolate ones. I had completely forgotten about that event until now."

"Well, this doesn't help any." Rachel giggled.

"So much for my first criminal activity. But hey! Now we've got plenty of food!" She said grinning at Otto. Finally, Otto smiled and laughed himself. A perfect crime spree, gone wack because of some crazy school boys. Tis' something to laugh about.

**A/N: There ya go, nice big fat chapter! Everybody says they're really short, and I totally agree. Hope you liked this one! Please review!**


	9. Undercover

**A/N: Thanks to everyone for giving me wonderful ideas for this fic! Anacsadder, Hazelle, the Monkey Queen, Lady Apocalymon, thankies all!**

**9. Undercover**

"Well, that was a large waste of time, now wasn't it?" Otto said, grinning at Rachel.

"No, not at all! It was fun! What other things are we going to do?"

"Well, for now, you should probably get some sleep. You've got school tomorrow, correct?" Rachel gasped.

"Oh, no! I've still got homework!" She dashed to her room, turning off her music and grabbing her books while trying to find a pencil somewhere. She finally found one, and sat down at her desk, flipping through her books and scribbling in her notebook. About an hour later, she came into the den and dropped down on the sofa, sighing. Otto came into the room, tangled up in power cords and wearing a pair of safety goggles. Rachel looked at him, somewhat amusedly. "What happened to you?" She asked, trying not to smile.

"I've been working on something. I needed to take a break." He answered, untangling himself and removing his goggles before sitting down in a chair and lighting a cigar.

"Whatcha workin' on? Can I help?"

"I can't tell you, and no, you can't help."

"Aw, why not?"

"Because it's a secret right now. You'll find out soon enough."

"Oh, okay." She said, attempting to sound disappointed, but Otto could tell she was excited anyway. He smiled and said after a minute,

"Would you like a new assignment, something to do for me tomorrow after school? Because I'll be too busy working on my project to go with you anywhere."

"Sure! What do you need done?"

"Well, there's some materials I'll be needing for my project, if you could pick them up after school,"

"Say no more." Rachel stated with a wave of her arm. "What will you be needing?"

"Here." Otto said, handing her a list of various items. "These are the things I'll need to have by tomorrow night. You should be able to figure out where to find them; but it ought to still give you something to do for the day."

"Cool! Like a scavenger hunt or something! Sounds fun! You can count on me!"

"Good. Now, you should be getting to bed and get some sleep. You're going to need the energy tomorrow." He said, standing up and picking up the cords and goggles from the floor. Rachel also stood up from her seat on the sofa and stretched, yawning.

"Okay. I'm pretty tired anyway. Being asked to be the partner of a super villain, robbing a bank, and then coming home to find you just stole a hundred pounds of chocolate, well, it can really tire a girl out." She said, grinning.

"Well it's a good thing you have a sense of humor. You'll need it. Now go to bed and get some adequate sleep. I'll see you tomorrow."

"Okay. Goodnight, Dr. Octavius."

"What did I say?"

"Oh, sorry. Goodnight, Otto." She said, smiling as she walked to her room. Otto smiled and returned to the basement and sat down at his desk. He turned on the dim lamp and began work on a small square piece of blue glass. It was about as big as your thumbnail, but it was one crucial element of his project. The 'brain' of the device. Without it, the whole thing was futile, as well as dangerous.

Rachel shut her door and got into her pajamas; a white cami and blue shorts. She climbed into bed and pulled up covers. Closing her eyes, she thought about how lucky she was to be Dr. Otto Octavius's partner in crime, when she drifted off to sleep.

--

The next day, Rachel woke up to an unusual silence. She got out of bed and walked over to the window, looking out onto the horizon. The sky was a dark blue; the sun hadn't come out yet. Looking at the clock on her desk, she saw that it was only 6:30. Rachel got up and walked over to her closet. Opening the doors, she observed what she had brought with her. There was a light tan-colored trench coat hanging up, and Rachel softly laughed, remembering when she had seen it at a store and absolutely HAD to have it, because it was just like Otto's, except in a more feminine style. She pulled out a pair of camo pants and a black t-shirt out of the closet. Dressed, she brushed her hair and pulled it up in a pony tail, brushed her teeth and walked into the kitchen with her laptop. She and Otto had gotten the power back on, and the refrigerator was working again. Rachel opened it and pulled out a Frappaccino and a chocolate coin and sat down at the table with her 'breakfast'. Turning on her laptop, she pulled up her fanfiction and began to work. After about an hour, she looked around. No sign of Otto anywhere. Where was he, anyway? He wasn't in the house, she knew that. Maybe he was stalking about the city. Well, that meant she was all alone in the house. Along with the project he had been working on. She absolutely HAD to know what it was! She started down the hallway, keeping an eye out for Otto. There was a door at the end of the hallway. Rachel opened the door, and there was Otto, standing right in front of her.

"Going somewhere?" He asked, raising an eyebrow.

"Uh, no!" Rachel affirmed, backing away as Otto stepped forward. "Just, uh… exploring the house!" Otto shut the door behind him.

"Oh really? And it has nothing to do with the fact that the door you were about to go through led to the project I've been working on?"

"No, that's where it was? I had absolutely no idea! Not a clue!"

"Rachel you're not seeing the project until it's finished and that's final."

"Aww, party pooper." Otto glanced up at the clock on the wall.

"It's 7:45. You're going to be late."

"Oh my gosh you're right! I've got to go! See you later!" Rachel ran into her room, grabbed her backpack and her trench coat and ran out the door. "I'll see you tonight!" She yelled as she ran down the street. Otto sighed and went back downstairs. Returning to his desk and turning on the lamp, he continued a little bit of homework of his own. Calculations for a scientific contraption. He had to get it right this time. He hoped Rachel would like the surprise; he had been working on it all through the night since yesterday. He picked up a pencil and began writing equations on the paper.

--

Rachel arrived at the high school five minutes before the bell. Anna was waiting for her at the doors.

"Hi Rachel! I didn't think you'd be here! So, tell me, how's Otto Hotto the man doing? You have to tell me EVERYTHING that happened yesterday!"

"Oh, where should I begin!" Rachel said as they walked to class. "Well, first he showed me to my own room, and I set out my stuff, and now I've got my own room in Otto's house!"

"Ooh! What happened next?"

"Well, then we performed our first crime."

"Your first crime the day you moved in?! What was it? What was it!"

"The classics."

"YOU ROBBED A BANK?!"

"Yup. Nobody even saw us! I secretly high-jacked my way into a security room and unlocked the vaults, and Otto took out two guards and stole all this gold! But you know what happened next?"

"What?"

"Well, we returned home, and I was looking through the money we took, when I found out that they were fraud."

"They were fraud?!"

"Remember when John, Mike, and Lenny decided to play that prank on the bank last week?"

"Yeah…"

"Well it turns out that when me and Otto got there, the stuff was still there. We came home to find out that we had just stolen a hundred pounds of chocolate coins wrapped in gold foil."

"You're kidding me!"

"No! But we did have a good laugh about it. He's working on this project in the basement, but he won't let me help him out with it, and he won't tell me what it is, either."

"You think he's making something for you?"

"I don't know. It's a possibility, though. I tried to sneak down to the basement this morning, but he caught me."

"What did he do to you?"

"Nothing. He just said I couldn't see it until it was finished. I've got to see it! I can't wait that long; who knows how long it'll take to finish! There's gotta be a way!"

"I don't know; Otto's a determined guy. You'd be in BIG trouble if he caught you."

"Yeah, I know, you're right. But I'm just not a patient girl!"

"Well, school'll get your mind off it."

"Yeah, you're right. We'd better get to class, or we'll both be in big trouble!" The two girls ran to Algebra five seconds before the bell.

--

Six and a half hours later, Rachel and Anna walked out of the school, talking about Rachel's undercover work.

"Where're ya gonna find all the stuff?" Anna asked.

"Well, I know where some of these things are," Rachel replied, looking at the list. "Anyways I've got to go. Otto said he needed the stuff by tonight, and I've got homework, anyway."

"Okay! See you at school tomorrow?"

"Of course! See you then!"

"Okay! Bye!" Rachel had no trouble finding most the things, but she had a relatively hard time taking them. She walked into a store where they carried copper wiring, one of the items on her list. She had wait until no one was looking, then disable the security cameras so she could take some and stuff it in her pocket then walk out the door. She also grabbed a can of laughing gas on her way out. That wasn't so hard. But the real challenge was about to come.

Rachel now stood in front of an electronics store, looking into the window. Scanning the displays, she found the last item she was looking for: a $300 12-inch motherboard chipset. So, she casually opened the door and walked in, trying to plan her robbery. She looked around the store, creating a mental picture in her head. There were security cameras everywhere, so disabling them was a vital task. Also, there were those cute guys who worked at the store, who would walk up to you and ask "Can I help you?" as soon as you walked in the door. They were all over the store as well. Fortunately, nothing was encased in the store, so she wouldn't have to battle against that. So, what to do, what to do. She walked up to the chipset and studied it for a moment. One of the employees walked up to her after watching her from the cashier desk.

"Excuse me; can I help you with something?" He asked. Rachel turned around to face him. He had blue eyes, and shoulder-length shaggy blonde hair.

_"Ooh, he's cute." _She thought. _"Maybe I can use this to my advantage." _

"Actually, yes." She replied. "You see, I'm a journalist, and I'm writing about technological advances pertaining to security measures. Perhaps you can show me around? Show me the protection you have around here?"

"Uh, sure! Right this way." He and Rachel began walking through the store. "As you can see, there are security cameras everywhere."

"Mm-hmm, interesting." Rachel said, pretending to write in her notebook, to look her part.

"Oh, by the way, I'm Jarek."

"Rachel. Nice to meet you. So, how do you monitor these security cameras?"

"Oh! That's in the security room, where all the controls and everything are."

"Really? Can you show me?"

"Well…"

"Please? I'd _love_ to see it; I'm sure a nice guy like _you_ could show me?" She said with a wink.

"Of course! Right this way!" He said, leading her to an area in the back of the room. Stopping at a door, he punched in a code, in which Rachel turned away so as to look less conspicuous, and the door unlocked. They walked into the room, and Rachel an environment similar to the security room in the bank. Just not as many monitors. "As you can see, we are very precautious with security here. These monitors here are top of the line." As he was explaining this, Rachel slipped her hand behind her back and flipped a switch, turning off the cameras in the store. "We've never had a robbery." Jarek said proudly.

"Oh really? Tell me something, can you say 'I got fired cuz' some cute girl winked me out of my job'?"

"Huh?" Before the employee could do anything else, Rachel pulled the canister of laughing gas out of her pocket and threw it on the ground. The smoke billowed out of it, and when it cleared, everyone in the store was unconscious on the ground, and Rachel was gone, along with the chipset.

_"That wasn't so hard." _She thought as she started back home. _"Maybe I won't make such a lousy criminal after all." _Looking at her watch she gasped. It was already 7, and the sun had begun to set. Then the rain started to come down. _"Perfect! I can't let this thing get wet!" _She pulled her coat tighter around herself to protect the chipset from the rain. Then a bolt of lightening flashed through the sky, and a deafening clap of thunder was heard. _"Even more perfect. A thunderstorm. Man, I've gotta get home, or find shelter ASAP!" _Just then, Jarek ran out the store with a police officer, pointing to Rachel and shouting "That's her! She stole the $300 dollar chipset!" Rachel turned her head to look, and took off running down the street. The police officer ran after her, as well as five other officers who came out of the store and saw her. _"Can this get any worse?" _Rachel thought as she ran into an alleyway. _"Now I've got cops on my tail? Boy, this is getting into the classics!" _She suddenly thought, smiling. Not watching where she was going, Rachel slashed her head against an old gutter that was hanging down from a low rooftop. She winced in pain, and she saw a drop of blood fall onto the sleeve of her coat. She didn't care at the moment. She was soaked by the rain, and the police were right behind her. She had to hide somewhere. Turning a corner, she quickly crossed the street and ran into another alley before the police saw her. She ran out of the alley and finally made it to Otto's house. Opening the door, she quietly walked in, as not to be heard by anybody, although the only person who would have heard her anyway was Otto. She walked through the house, looking for him.

"Otto?"

"I'm in the basement." She heard him reply.

"Um, I've got the things you need."

"Go ahead and bring them down." Rachel walked to the end of the hallway and opened the door. She walked down the stairs, and opened another door, walking into a room. She spotted Otto hunched over at his desk, writing.

"Here." She said, holding up a suitcase with the specified items. Otto put his pencil down and stood up, turning around to face Rachel. She was sopping wet from head to toe, rain water dripping off her coat onto the floor. Her wet, stringy hair was in her face, and she had a deep gash in her forehead, out of which a drop of blood was trickling down the side of her face.

"What happened to you?!" He exclaimed. Rachel shrugged.

"I just had a little run in with the police, is all. I got the things you wanted." She said, holding up the suitcase to him. Otto took it from her hands and set it on the desk.

"You look beat up to me." He said upon returning.

"I'm fine. I got the stuff for you, and I'm absolutely fine. My head hurts like heck, but I'm fine."

"Come on. Go upstairs; you should get some ice for that or something."

"Oh, I'm fine. It's just a little scratch. It'll heal soon enough. I'll… be… oh, man…" She put her hand on her head and staggered over to the wall, steadying herself with her hands. "My head…" She said weakly, and passed out. Otto ran up to her and caught her in his arms as she fell. He lifted her up and carried her upstairs into her room. He gently removed her coat, laid her down on her bed, got some ice from the freezer, wrapped it up in a towel and placed it on her head where the cut was. Then he went back downstairs, opened up the suitcase, taking out some things, and continued working on the project.

--

Rachel opened her eyes. Sunlight lit up the room from her window. She took the ice from her head and sat up. Walking into the bathroom, she looked into the mirror.

_"Otto was right." _She thought. _"That is a big cut." _She washed the cut, wincing somewhat as she did, brushed her mangled hair, and put on a pair of blue jeans, a dark red t-shirt, and a blue jean jacket. She walked into the kitchen. Otto still wasn't there. _"Does he live downstairs or what?!" _She went downstairs to the basement. She saw Otto at his desk. Walking up to him, she found that he was sleeping, his head on the desk. Rachel grinned. _"You've been working too hard, haven't you Otto?" _She glanced over at a rather large item under a sheet. _"I wonder if that's the project he's been working on." _She cautiously started towards it. Unexpectedly, a tentacle grabbed her by the wrist and lifted her off the ground, throwing her back towards the door. She stood up, rubbing the back of her head, and quizzically looking at the actuators, who were hanging in the air now, ready to throw her again if she got too close. "Man!" She said aloud. "You guys are good at protecting that thing!" They simply hung in the air; she felt they were watching her. Of course they were; she knew the story. She took a step forward, and immediately they started hissing and snaking towards her. "Alright, alright! You win. I'm outta here." She said, walking back upstairs. She went back into her room and looked at the clock. "What?! Ten am! Well, it's looks like I'm not going to school today! Oh, well. I need a day off to get better, anyway." She sat down at her desk and started work once more on her fanfiction.

**To be continued… **

**A/N: Whoo! That's the longest chapter I've ever written! Hope you liked it! And please review! **


	10. Rachel's Birthday

**A/N: Once again, I'd like to thank everybody for giving me great ideas! Anacsadder, thanks a bunch! **

**10. Rachel's Birthday**

"_Dear Anna,_

_Can you believe it's been a whole week already since I moved in with Otto? Me neither. I'm sorry to say that I won't be coming to school anymore, ever since I had a little run in with the police. I'll tell you all about it sometime. Nothing much has been going on; Otto's mostly been working on the project the entire week. I'm dying to know what it is, but I'm being patient. I've gotten settled down in my new 'home', actually, I got used to it the day I moved in. It's fun being the Otto's partner in crime; but it's nothing like you would think, Anna. This is the real deal. Not like in all our fanfiction, where the main character ends up marrying the super villain, or turning him to good. There's real killing, plundering, blood and gore. But I'm happy with my new life. I miss you very much, and I hope to see you again sometime. TTYL,_

_Rachel _

Rachel sent the email and logged offline. She was sitting in the kitchen, wearing blue jeans and a light blue halter top, watching the little TV on the breakfast bar while munching on some Pop Tarts. A lot had been done in the past week. Rachel had gone shopping and got some food, so they would have something to eat, and stole the TV that she was currently watching. Otto had continued work on his project throughout the week. The two hadn't performed any crimes together lately, because of the project. Rachel didn't care. She was his p-i-c. And that was good enough for her.

Just then, Otto walked into the room.

"Morning, Otto!"

"Morning Rachel."

"Well, I haven't gone to school for a week, and I'm already a wanted criminal. I'd say I'm going a pretty good job, huh?"

"I'll say. Come with me. There's something I wanna show you." He said, walking down the hallway. Rachel got down from her seat and followed him into the den. There in the middle of the room was the same something she had seen a week ago that night in the basement, still under the white sheet. Otto walked up to it and pulled the sheet away. Rachel's eyes grew wide with wonder. She gazed upon a set of actuators, sleek and gleaming in the sunlight. She slowly walked up to them and ran her fingers across the cool, smooth metal.

"They're beautiful!" She breathed out quietly.

"They're for you." Otto said. Rachel stiffened, and turned around to face Otto with huge eyes.

"F-for me?" She asked, pointing to herself.

"Happy birthday, Rachel." Otto said, smiling.

"How did you know it was my birthday?" Rachel asked.

"From the internet. Here, allow me to show you some of the features." He said, walking over to them. "As you can see, these are smaller then the original set, and not as strong. Each can lift one ton, as opposed to my three ton limit. They are also lightweight, and resistant to heat and magnetism. And, there is an inhibitor chip, so they won't take over."

"They're just my size! Oh, I love them! Thank you Otto!" She exclaimed, running up to him and hugging him.

"You're welcome."

"I have one question though. It's kind of childish, but I'm curious."

"Go ahead."

"Well, the needles. Do they hurt?" Otto softly laughed.

"Yes, Rachel, they do hurt for a moment. But after that you don't even remember they're there."

"Okay. It's _so_ worth it."

"Would you like to try them on now?" Rachel's eyes sparkled.

"Can I?"

"Of course. Come over and stand here." Rachel walked up to the set and turned her back to it. She looked at Otto standing next to her, and nodded to him. Otto pulled out a remote and pressed a button. The metal curved around her waist and locked into position. Rachel could feel the cold metal spine creeping up her back. The inhibitor chip lit up with a blue glow, and the needles slowly pierced through her skin into her spinal cord. Rachel squeezed her eyes shut and bit her lip, firmly gripping Otto's hand. "You okay?" Otto asked. Rachel quickly nodded. "It's almost over." Rachel smiled and nodded again. The last needles running down the metal spine pierced through quickly as Rachel cringed, squeezing Otto's hand. It was finally over with, she thought. Thought? That's right, these actuators were controlled telepathically! She looked at the tentacles behind her, and concentrated all her thought on them. One of them started moving and tittering, and the rest soon did the same. Rachel was beaming brightly. Otto smiled. "Happy?"

"Yes! This is the BEST birthday present I've ever gotten! Thank you thank you thank you Otto!" She hugged him again. "Thank you so much!"

"You're welcome. Look at you. You're a regular criminal now."

"Yay! Look out world, here comes the new and improved Ray! Ooh, wait! I've got an awesome idea! Wait here!" She ran to her room, and then came back, wearing her trench coat, out of which the tentacles had ripped through the back, and were now hanging in the air, as Rachel smiled. "Now I really look my part!"

"I would have said you look more like me."

"Hehe, yeah."

"So what would you like to do for your birthday? Test out your new present, perhaps?"

"Yeah! Let's go!"

--

Rachel looked over the side of the rooftop. Otto had taught her how to control her actuators, and all the things they could do. "Wow… I climbed up a wall! That was great!"

"Having fun?" Otto asked.

"Yes, this is so much fun!" She said, looking over at the people down on the ground.

"I'm glad to hear it." Otto walked over to the edge opposite of Rachel and looked over the horizon, thinking. Then his actuators decided to speak up again.

**_What are you doing with this girl? _**

_**It was a bad idea to make her her own set. **_

_"What are you talking about?"_

_**She won't need you anymore. **_

_**She will turn on you. **_

_**You have given her power. **_

_**She will use it against you. **_

_"You're crazy. She's happy. She wouldn't do that. I know her well enough to know that." _

_**Do you? **_

_**She isn't really your friend.**_

_**She is simply playing her part. **_

_**She will betray you. **_

_"I don't believe you! Stop saying that; I won't let you take over again!"_

_**What's the matter Otto?**_

_**Don't you like us?**_

_"I don't right now, to be quite frank with you." _

_**Oh, we will fix that.**_

_**We will prove to you that the girl is trouble. **_

_**Then you will believe us. **_

_**You have nothing to worry about Otto. **_

_**Leave everything to us. **_

_"No! Listen to me! I will not let you control me! I am your master!" _

**We have no master. **

**Do not worry Otto. **

**You are naive. **

**We will take care of her for you. **Before Otto could think anything else, one of the tentacles reared back and shoved Rachel from behind, pushing her off the rooftop. One of Rachel's actuators grabbed the wall, and she pulled herself back up. She stood up and looked at Otto, who was standing motionless, staring at her with a solemn look on his face.

"What the heck did you do that for?!"

"Rachel I'm sorry. I didn't do that! It was the actuators! You know how they speak to me, I couldn't stop them. They did it themselves!"

"Alright; but can't you just create another inhibitor chip?"

"Believe me, I've tried, but they stop me."

"How can they stop you?"

"They have their ways. Forgive me, Rachel, I'm sorry."

"It's okay. You said yourself, you couldn't stop them. But do they hate me or something or what?"

"They see you as a threat. They disapprove of you having your own set." He didn't say what else they thought; in case she got any ideas.

"Oh. Well, we'll figure some way to get around that, I guess."

**She's lying! **

**She has power, don't let her use it against you! **Otto's face became grave. He stared down Rachel, and his tentacles started hissing with excitement, as one thrust out a 12-inch blade. Rachel's eyes widened, as she started backing away from Otto, who was advancing towards her with a maniacal smirk on his face. She then braced herself, and her actuators hung in the air, ready to attack if necessary. Suddenly Otto's expression turned to one of fright.

"NO!" He cried out, staggering back away from Rachel, and his tentacles cocked up at him, hissing. "No. She is NOT a threat! Leave her alone!" The tentacles paid him no heed, and the one with blade started snaking out towards Rachel. Rachel backed away, and then turned away and climbed down the building. "Rachel wait!" He yelled, running over to the edge. But she was gone. _"Thanks a lot. You scared her off."_

_**We told you, she is trouble. **_

_**Now she is gone, and you can relax.**_

_"She'll be back."_

_**We will make her leave again.**_

_**And if that doesn't work, we will finish her.**_

_"You will do nothing of the sort! You will learn to control yourselves and you will juts have to get used to Rachel!"_

_**We are sorry, Father. **_

_**We will not do it again. **_

_**We will do our best to behave. **_

_**We will do anything for you.**_

_"Yeah, like I believe that. You four are always so fickle." _Otto climbed down the building and headed towards home.


	11. The Consequences of Becoming a Villain

**A/N: Okay, anacsadder, you now get 50 credit for this fic! You're helping me way too much! Thankies!**

**11. The Consequences of Becoming a Villain**

Otto came home and walked into the door. The house was empty. Rachel was nowhere in sight. He walked into her room. Her backpack was gone, and there was a note on the bed.

_"Otto, went to think. I'll leave you for like an hour or something so you can get your priorities straight. You need to learn to control those things man! You really freaked me out! I hope you can figure out something. TTYL, Ray."_

Otto put down the note and walked right back outside, looking for Rachel.

-

Rachel sat in the Starbucks with her frappe, gazing out the window. Her actuators were hidden beneath her coat, so that no one would freak out when they saw her. She was thinking about Otto's little outburst back on the rooftops. Those actuators had way too much influence on him! He was actually going to kill her! She started daydreaming about what would have happened if he hadn't stopped himself and they had to fight, when she saw Otto in the window, motioning for her to come outside. She ran out of the café and out onto the street where Otto was.

"Otto! What are you doing here? And how did you know I would be here?"

"I came home and got your note, and I knew you would be here because you like this place. Don't worry. I can control them!"

"Then what was that little outburst an hour ago! You were going to kill me! That doesn't show much control!"

"Rachel I told you, it's not my fault!"

-

Spider-Man was swinging through the city, when he looked down and saw Doc Ock talking to a girl in the street.

_"That's got to be trouble." _He thought to himself. _"Doc Ock talking to an innocent girl! Once again, Spidey swings to the rescue!" _

-

"Otto, you've just got to learn to make those things listen to you! I don't want to hear any more excuses! I've still got most of my life to live, and I don't want my last memory to be running away from a maniac who turned on me with a twelve-inch blade! So get your act together!"

"You keep it up with that talk, Rachel," Otto said, steaming up. "And you'll get more of it coming." He said, as one of the actuators snapped at her an inch away from her face. Rachel simply glared at him.

Suddenly, Spider-Man swung out across the street and grabbed Rachel away from Otto, swinging her to the top of a building. Otto blinked, his mouth dropping open.

_"That was unexpected." _He thought.

-

Spider-Man put Rachel down on the rooftop.

"Are you okay?" He asked. Rachel looked at him, and then punched him in the face.

"What is the matter with you! Can't you see I was having a conversation?"

"What? But… but Doc Ock was there!"

"Hellooo? Don't you think I knew that? I was talking to him man! Gee, you think you could let a girl talk to someone and have a normal conversation!"

"Okay, I'm officially confused. You're telling me that you were talking with an insane megalomaniacal super villain and you weren't afraid?"

"Yeeeaahhhh. Now if you'll excuse me, I have to go." She stated, walking over to the edge of the building. "Catch ya later, you wall-crawling pain in the neck." She said with a smirk, and jumped off of the building. Spider-Man ran to the edge gaping, and watched as four steel actuators burst out of the girl's coat and broke her fall, and she walked back over towards Ock.

_"Okaaaaay, that was unexpected." _He thought. _"Really unexpected." _

-

Rachel walked up to Otto.

"Sorry about that. Now, where were we again?"

"You were just about to apologize for back-talking me before I strangled you."

"Yeah, right. Look, this 'friendship' is getting a little bit far from 'mutual'; you know what I'm saying? I say, we forget about your little spasm of anger, and go on with our normal life. Kay?"

"Whatever. Just watch it with me. I've given you a weapon; but you're still under my authority, got it?"

"Sure, sure. I'm just happy to be of service." She said. "Okay, let's ditch this place and go have some fun, shall we?"

"Very well. We haven't done much crime together lately. What would you like to do?"

"Oh, I don't know; create some chaos, maybe rob a bank or something; or we could always just go around scaring people." She said with a smile. Otto smiled back.

"How about we do a little of all of that?"

"Really? Cool! Where are we going?"

"Oh, that looks like a good place to start." Otto said, pointing to a metro area a few blocks from Time Square.

"Sounds good to me. Let's go."

-

Spider-Man still stood on the rooftop, watching as Rachel and Otto walked down the street together, both in trench coats; both with steel actuators hidden beneath them.

_"Great." _He thought. _"Now I've got two octopuses to take care of. Where are they going? I'd better keep a close eye out with these two. I wonder how they ever got together, and I'd also like to know, what's the deal with that kid having her own set? How the heck did that happen?" _He pondered, as he swung from building to building, following them.

-

Otto and Rachel arrived at a large building in the middle of the city. They smiled at each other and both walked inside, their actuators still hidden beneath their coats. Spidey was still following them, and quietly crept behind them into the building. Rachel walked up to one of the counters with a large display of jewelry in it, and gazed upon a gold bracelet lined with diamond studs.

"Ooh, that's beautiful." She signaled over the cashier. "Excuse me, may I see that bracelet?" She asked.

"Certainly." Said the clerk. She unlocked the case and held out the bracelet for Rachel to look at.

"It's very lovely. I'll take it." She said with a grin, and her actuators burst out of her coat and hung in the air. The woman screamed, as one grabbed her by the neck and threw her across the room, and she landed against the wall unconscious. Rachel took the bracelet from the counter and slipped it onto her wrist, admiring it. Otto watched her from the door, smiling to himself.

_"She's getting good." _

Spider-Man swung up from behind Rachel and kicked her across the room. She landed hard against a glass case, and her actuators smashed through it behind her, as fragments of the glass showered above her head onto the ground. She shielded herself from the shards with her tentacles, as one scratched down across her cheek. She could feel the blood slowly trickling down her face, as she stood up, fiercely fixing her eyes upon Spider-Man, who was now clinging to the ceiling.

"That does it, you wall-crawling worm! I'm going to kill you!" She shouted, and she grabbed a table that was nearby and hurled it at Spider-Man. He simply jumped out of the way, as Rachel continued to throw more objects at him, and one of her tentacles finally caught him by the ankle as he was swinging by, and threw him into a stack of iron crates that fell on top of him. Rachel walked over to the heap and rummaged through it, as an actuator picked him up by the neck and drew him over to her. "I'm gonna make you sorry you ever did that, you incommodious bother! And now the posing issue appears to be the fact that you've met another octopus who hates you, although this one is going to finish the job!" She said, as the tentacle began to squeeze Spider-Man's neck, almost choking him.

"W…wait…" He gasped. "I… need to know something."

"Well, go ahead and ask." Rachel said with a smirk. "Or can't you breathe?"

"W… why… are you… doing this?"

"Lemme tell you something, Spider." Rachel said as she drew him nearer to her. "I AM EVIL!" She shouted in his face, as one of her tentacles thrust out a blade in front of his face, rearing back and ready to stab.

Just then, sirens were heard, and screams and screeches of tires were accompanied by it. "What the heck?" Rachel said, dropping Spider-Man onto the ground and walking to the door where Otto was looking out the window. "What's going on?" She asked him.

"Look." Otto said, pointing out the window. "It's a fire."

"Huh. Let's go check it out." Rachel said, opening the door and walking out into the street with Otto. Spider-Man swung outside towards the building, assisting in any way possible to the firefighters.

Rachel looked curiously at the building, and then tugged at Otto's coat sleeve to get his attention. "Hey." She said. "This is where my parents work. What time is it?"

"2:30."

"They're still in there! I've got to find them!" She started to run towards the building, but Otto grabbed her by the arm.

"Rachel no! You could just as easily die in there as well!"

"But I've got to do something! My parents are in that burning building!" No sooner had she said that, then there was a thunderous boom, and an explosion was seen; smoke billowing out the top of the building. All the windows blew out, and shards of glass flew everywhere. The bottom of the building finally gave way, and the building collapsed upon itself. Rachel just stood there, watching in horror as people ran in all directions, and the firemen were extinguishing the fire. She looked up at Otto, who had his eyes closed, and was hanging his head in despair. She turned her now glistening eyes back to the heap of smoldering rubble, and a wave of motion suddenly came over her as she watched the ambulances arriving; her eyes filling up with tears. She spun back round and cried, burying her face into Otto's shoulder. Otto slowly opened his eyes and looked down at Rachel. She was clinging to his coat, crying into him; her shoulders heaving with sobs. At length, he put his arms around her and held her close to him, as she cried in his arms, her tears staining his coat.

"Shhh. It's okay." Rachel finally broke away from Otto and stared at Spider-Man, who was helping out the firemen and searching the rubble for any survivors.

"Spider-Man could've saved them. I could've saved them. But I didn't." She turned around and ran away, climbing up a building. Otto watched her ascend the building and run away out of sight. He started to go after her, but then stopped. Instead he just stood there for a minute, watching the event with a mournful heart.

-

Rachel stood on the rooftop, thinking. She had been standing there for an hour now, but she hadn't even noticed. She was thinking about the explosion, how she could've gotten her parents out of there. She _could've _saved them. She _should've_ saved them. But she didn't. All she could was watch, watch and cry.

Her actuators now hung limp on the ground, as if in sadness and woe. She thought about them, too. They could've helped her- or rather, she could've used them to help her save her parents. She could've done _something_. Instead, she just stood there, watching like an mindless idiot while the building burned, exploded, and then collapsed on itself. All, all of it could have been prevented. But it wasn't. And now it was too late.

Just then, Spider-Man swung over and jumped onto the building. Rachel turned around to look at him, then frowned at him and turned back round.

"Hey. Mind if I join you?"

"You know, actually, I do." Rachel said, and jumped off the building and onto another. Spidey followed and walked up next to her. "Look, I just wanted to talk to you while Ock wasn't around. I'm sorry, okay?" Rachel turned to him and glared, then her actuators slowly rose from the ground, and with a burst of energy pushed him off the building. She then climbed down herself and ran away out of sight.

-

Otto walked through the city. He thought about what had happened; how Rachel had reacted to it. He knew how she felt. He too had lost someone dear to him. He began to wonder if there was anything he could do for her. Of course, he had already done a great deal by providing her with her own set of actuators, but he wondered if there was anything else he could do to make her feel better, to comfort her. He really had no idea what he could do. So he just walked through the city, observing his surroundings.

-

Rachel walked into an alleyway, and sat down on the ground. Her parents were gone, but the latter of her life was pretty much the same as before. Still, she felt alone and secluded. Like there was now an empty space she needed to fill. She glanced up at her actuators, who were draped over her shoulders, trying to warm her from the cold wind that was blowing. She had remembered how Otto mentioned them talking to him. He said it had to do with the inhibitor chip, and the artificial intelligence. They were a big influence on his life. Rachel was lonely. She had just lost her mother and father, and she was alone. Perhaps she _could_ have someone to talk to. She didn't _have_ to be alone. There was someone she had yet to meet. Or rather _four_ someones. She reached her hand over her shoulder and fingered the chip on the back of her neck. It was tiny, but still strong. She looked around the alleyway where she was sitting. Her eyes fell upon a pocket knife lying on the ground. She reached over and picked it up, examining it in her hands. It was old and rusty, but still sharp. She grasped it in her hand and slowly slid it behind the inhibitor chip. It was icy cold against her skin. She pushed on the handle to pry it off, but basically all it did was scratch it a little. She looked up at her top right tentacle, who was cocking its head watching her futile effort to remove the chip. She gave it a command in her head, and it gripped the chip, squeezing it and pulling at the same time. Rachel planted her hands against the ground, not knowing what was going to happen. Then, the inhibitor chip smashed in the actuator's grasp, and pieces of blue glass fell onto the ground in front of Rachel. She looked at them, then thought to herself.

_"Oh my gosh, what did I just do! This can't be reversed, what was I thinking!" _Then, for the first time, they spoke back to her.

**_Why, you haven't done anything. _**

_**Now we are free to converse with you.**_

_**Yes, now you have someone to talk to.**_

_**Just like you wanted. **_

_"H-how did you know that's what I wanted?"_

_**Rachel, don't you know?**_

_**We can hear everything you think.**_

_**It is like talking to us personally. **_

_**Don't worry, we will help you.**_

_**It's all Spider-Man's fault! **_

_**If it wasn't for him, your parents would still be alive!**_

_**And he calls himself a hero.**_

_**He knows nothing of the matter!**_

_"No, no. Nobody could've stopped that event from happening."_

_**You could have.**_

_"What are you saying?"_

_**Don't worry, Rachel. **_

_**Yes, now you have us.**_

_**We will guide you.**_

_**You have nothing to worry about.**_

_**We will help you with everything.**_

_**Now you have power.**_

_**And we will destroy Spider-Man!**_

_**We will make him pay, make him suffer!**_

_**He killed your parents! **_

_**He deserves death!**_

_**Nothing will stand in our way! **_

_"You're right! It was all his fault!" _The tentacles started chirping excitedly. "Let's go!" Rachel said aloud. The tentacles rose with an excitement and happiness that flooded through Rachel's mind and make her happy as well. They took her up the building and climbed across them, heading for her house. She would kill Spider-Man. That was the one priority set in her mind. Nobody would stop her.

Not even Otto.

**To be continued… **

-

**A/N: What'd ya think? Like it! Please say so! Okay, real quick, on to the reviews!**

**Madd Hatter: Yeah, poor Rachel. Otto's children don't like her. Oh well. Look at her now! laughs evilly **

**WhiteMustang: Glad you like it!**

**SpiderFreak: Um, thanks for the reviews/comments/flame thing. Keep em' coming!**

**Monjava: That's a DARN short review, woman! Lol **

**Again, thanks for the reviews everyone! Keep em' coming!**


	12. Hello? 1800MISSING? I've lost my sanity

**A/N: Thanks everybody, for all the great reviews! They are so much appreciated! A little note before I go on, to prevent any confusion, I'll give each of Rachel's tentacles' voices a different font.**

**-**

:Number One:

**Number Two**

(Number Three)

**_Number Four_**

**-**

**Okie dokie, hope that helps a little; I'll repeat it at the beginning of every chapter, so don't be annoyed with me. Just in case you forget who's who. On with the chipper chapter:D**

**12. Hello? 1-800-MISSING? I've lost my sanity.**

Otto walked down the street towards home. When he reached his apartment, the door was gone. He looked to the right, and it was lying on the ground in pieces. He walked inside the house, and heard whispering from another room. Walking into the den, he saw that the TV was on its side, and in the kitchen all the cabinets were open and there were pots and pans on the floor. Had somebody robbed the place? Whoever it was, they were still here, he thought. They weren't going to get away; he would make sure of that. He thrust out that 12-inch blade and advanced towards the voice.

**-**

Rachel was in her room, talking to her tentacles.

"You guys need names. It's confusing to keep track of who's who, and I don't want to call you Numbers 1, 2, 3, and 4."

:Names:

**That sounds fun.**

(Please choose for us!)

**_Yes!_**

"Okay. Number One," She said, looking at the top left tentacle. "You're definitely a guy, and you seem like the second youngest. You're playful, and you've got spunk. I think a good name for you would be… Josh."

:Josh. I like it! Thanks: He chirped and bobbed up and down.

"Number Two," The top right tentacle snaked down to her face. "You have feminine qualities without a doubt. I think you're the second oldest, and you seem to be a little temperamental. And you'll be a great fighter because of your personality. Your name should be Venus. The goddess of love, with a sassy streak to her." Venus straightened up proud and tall.

**I'm a goddess! Top that, Three! **

"Which brings me to Number Three." Rachel said looking at the bottom left tentacle, who sat on the bed, in order to look laid-back and cool. "Three, you're the oldest, and a tough guy. You're very temperamental, as I have learned on the way home. By the way, Josh didn't mean anything by that remark about you being stuffy. You shouldn't take it so hard." Three hissed quietly but menacingly. "You seem a little bossy; you're the strongest and very rash. And a bit of a bully, I might add. But all those qualities make you unique." Three rose a little, as if comforted. "Ralph seems like a good name for you."

(Ralph, it sounds like a rascal. Like me. I love it, thank-you.)

"And, last but not least, Number Four. You're the youngest, and a bit shy. You look up to your brothers and sister, although you're sometimes intimidated by them. You're a definite braniac, as you proved to me on the way home by explaining the theory of relativity, which, by the way, I tried with all my might to understand, but didn't. A good name for you would be Dexter. 'Right hand; clever' is what it means."

**_I love it! I'm Dexter! _**

:And I'm Josh:

**I'm the goddess Venus!**

(I'm King Ralph, and I order you all to shut up!)

**Very funny, Ralphie.**

(My name's not Ralphie! Just ask Rachel!)

**_Actually, the proper full name would be Randolph._**

(Obi-quiet, braniac Dexter!)

:It's fun using all these new names:

(You're just a giddy kid, Josh!)

"Okay okay, you guys, cut it out! Now, let's plan out what we came here to do in the first place. Destroying Spider-Man."

:Oh yes:

(I say we go find the bug and chop him to pieces!)

:You're so aggressive, Ralph.:

**I've a great idea!**

"What's that, Venus?"

**We find the bug, maim him just enough til' he's at death's door,**

_**I know where you're getting at! Then we tell him of our master plan, and show him the sites of New York,**_

:And then we kill him:

(Slowly and painfully.)

"Okay, you guys, that's an awesome idea. But can we leave out the master plan part? Because, first of all, we don't have a master plan, and secondly, what if he got away and stopped us at our 'master plan'?"

:What:

**He will never get away!**

:Not from us:

(We won't even give him a chance!)

:What about you, Rachel:

_**We should give you a nickname.**_

"Okay, just don't call me Mother."

_**No, that's silly.**_

(Yes, silly and unrealistic.)

**_How about Xena, Warrior Princess?_**

"Were you guys watching TV this morning!"

**_Yes. _**

**It was very interesting.**

"Hehe, you little sneaks! But Xena isn't my personality."

(Well what is your personality?)

:We can find that out: The tentacles were silent for a moment.

"You know, it is _so_ rude to tap into someone's mind."

(Shhh.)

**We are gathering information.**

**You are bold,**

:Cheerful:

**_Spirited,_**

**Intelligent,**

(Strong,)

**Scarred,**

:Mournful:

(Vengeful.)

**All we have to do is compile those personality traits and find the perfect nickname for you!**

"Can we do this later? We have better things to do. Just call me Ray for now."

:Very well.:

**Now we should think up a master plan.**

(We need a goal.)

**_We kill Spider-Man._**

:Then what:

"I don't know; you're the master planners. It's not like we have anything to rebuild, like Otto and the fusion."

**Is there anything you've ever wanted to accomplish? **

"Um, nothing I can think of right now, but I'm sure there is something I've always wanted to get but couldn't. I'll think about it throughout the day."

**Very well. **

(Now we must carefully and strategically plan out our destruction.)

"Yes…"

-

Otto advanced nearer to the voice, and came up to Rachel's room. He stood in the doorway, watching Rachel as she sat on her bed mumbling to herself, and then once in a while laughing hysterically. There was a somewhat maniacal air to that laugh, Otto thought to himself.

"Rachel?" He said with a suspicious voice. Rachel turned her head to see him and smiled.

"The one and only."

"Are you okay?"

Rachel stood up. "Never been better." She stated with another laugh. She walked over to her window and gazed down at the streets. Then she started mumbling to herself. "You ever notice how tiny people look from waaaay up here? Like you could just squish em' all with one blow." She laughed again, this time a bit more on the alarming side. "No, you're right." She said suddenly, more quietly to herself. "That would be messy." She grinned. Otto looked at her very suspiciously. Hysterical laughs, mumbling to one's self, and spontaneous statements that are totally random. Perfect examples of insanity. He looked at her actuators; they were hovering in front of Rachel, looking at her as she spoke to herself. One of them was looking at Otto. Wait a minute… Rachel was talking to herself, wasn't she? Maybe she _was_ talking to someone. Otto immediately ran up to Rachel and put a half-nelson about her shoulder, brushing her hair off the back of her neck and looking at the top of her harness. There was nothing there. Panicking, he turned Rachel around to face him. Her pupils were dilated; she wasn't in her right mind.

"No wonder you're acting like this." He said at last.

"Huh?" Rachel asked, as if re-appearing from a dream. Otto took her arm.

"Something must have happened earlier, because your inhibitor chip is missing. Come on, let's go down to the basement and get you a new one." But Rachel yanked her arm out of Otto's grip and backed away.

"Why would I want to do that? I've never felt better in my entire life! I'm finally seeing things in a different light Otto; they've opened my eyes. And besides, now I have someone to talk to."

"They spoke to you? What did they say?"

"Like I'm gonna tell you." Rachel said with a sardonic grin. "You're right." She said again with that suddenness. "We should be going. We have _him_ to take care of."

"Rachel, don't listen to them! You're not experienced enough; they're taking over a lot faster than you think!"

"They're not taking over! They're agreeing with me, giving me wonderful ideas to help me."

"Rachel, they're not helping you. They're just manipulating you! Believe me, I know! You have to let me help you! I have another chip downstairs, all we have to do is put it onto your harness and—"

"That's not helping! You stay away from me!" She said, as Ralph pushed him aside with a force that Otto didn't know they possessed. Rachel walked out of the house and began to climb up the building. Otto ran out after her, craning his neck to see her ascending. He quickly climbed up the adjacent side and came up in front of her, blocking her path.

"Rachel, you don't know what's going on! Your mind is being consumed by those things! I can't allow you to just leave and let them take command!"

"Like you can stop me!" Rachel said, as Josh moved forward to take another blow at him. This time however, one of Otto's tentacles shot forward and knocked Josh out of the way.

"I can, and I will." Rachel glared at him, in a manner he had never seen of her before. He could have sworn for a moment that he saw her pupils turn red; perhaps it was just his imagination, or a reflection of the tentacles. Then she grinned evilly.

"If that's the way it has to be." She said. This time Ralph quickly darted forward and grabbed Otto by the neck, pushing him against the wall and choking him. Otto finally broke away and pushed Rachel off him, and she fell down the building. Venus grabbed Otto, pulling him down with her. They went tumbling down the building, and one of Otto's tentacles grabbed onto a nearby window sill, and he finally grabbed her and pinned her to the wall, as her head slammed against the brick.

"Look, Rachel, I don't want to hurt you!"

In a fury, Rachel shoved him off of her with her human hands as Ralph held him down, and Venus shot out a 15-inch blade in front of his face.

"Speak for yourself." The glare in her eyes was insane, as the blade inched closer to Otto. It brushed against his skin and pressed downward, cutting a small scratch on his cheek. Otto winced, watching the blood trickle downward. Rachel looked at him with a malicious grin on her face. "Think if it as a second warning. You try and stop me again, and I'll kill you." She ascended the building, stopping a moment to face Otto. "Don't follow me." She said. Then she climbed away out of sight. Otto just sat there for a moment. Rachel had truly gone insane. He had to do something, but what? What was she after? She said she had someone to take care of; who could that be? Of course! Spider-Man! She felt that he was responsible for her parents' death; and she wanted revenge. Otto climbed down the building and walked back into the house, walking into the bathroom. He looked into the mirror to examine his cut. The blood was smeared on his cheek from him having his gloved hand over it. He wiped away the blood and thought to himself.

_**"**What's happened to Rachel?" _Then his tentacles spoke to him again.

_**See? See? ** _

**We told you she would turn on you!**

**Why didn't you trust us?**

**Now you are injured because of it!**

"No, it's just a scratch. And it's not Rachel's fault. You saw the inhibitor chip was missing; they're manipulating her mind, just like you four used to do. She has to learn to build immunity to their influence. But she doesn't even want to. She enjoys their company; and that's even worse for her. She'll never survive in the direction she's heading."

**_But she's gone now. _**

**_Yes, and she doesn't want you to follow her._**

**_She isn't bothering us, why should we care?_**

"Because there are innocent people that will be hurt because of her, if I don't stop her."

**_Since when do you care about innocent people? _**

**_We've killed many._**

"I know. But that's not important right now. The posing factor currently is Rachel. I have to find her, but I can't risk a fight breaking out; I can't injure her. Perhaps I can talk some sense into her head. But right now I have to find her. And wherever Spider-Man is, there's bound to be Rachel."

**_We have warned you. _**

**_But we will go._**

"That's all I ask of you." He walked outside into the city, looking for Rachel.


	13. The Beginning? Or the End?

**A/N: Wow, I keep forgetting to answer the reviews! Arrgghhh! Well, I try my best to remember to do that from now on. I hope… ; But anyhoo, in other news, Jeanine (White Mustang) thinks I'm insane. It's a long story; but if you want to learn more, please go here: I'll keep you updated on the issue. Once again, here are the fonts: **

**-**

:Josh:

**Venus**

(Ralph)

_**Dexter**_

_**-**_

**I thought today that it would be fun to take a poll. So here it is:**

**-**

**In what direction do you think this fic will be heading?**

**A: Get happy and exciting! gasp Maybe Otto will fall in love with Rachel!**

**B: Decline, become suspenseful and angsty. **

**-**

**Let me know what you think in your review!**

**Okay, lengthy author's note, I know. But enough of that. On to the fic:D **

**13. The Beginning? Or the End? **

Rachel walked through the city, her actuators in plain sight to everyone. She barely noticed, for her mind was set on destroying Spider-Man. She was also thinking about Otto. She walked down the street, mumbling to herself.

"Stupid Otto, what does he know? It's not like _his_ parents were killed by a so-called 'hero'."

:Yeah:

**There's no way he could understand how we feel!**

**(He doesn't know what revenge feels like!)**

**_He's just an interference! _**

_**"Exactly! And if he gets in the way again…"**_

(We will be the last faces he sees.)

"Yes…" She grinned, happy of her plan. "Now, let's think about what we're going to do when we actually find the bug."

(Kill him, of course.)

"Well yes, I know that silly. I just mean we should do it stylishly. You know, make him remember. I want death to be his last memory."

(That's a good idea.)

**Ralph, you're the strongest, so it wouldn't be a problem holding him still. I have the blade, so we'd have no problem killing him. **

**_I have the smarts; I can formulate a plan for our venture. _**

:What about me:

"You can be the lookout," Rachel said smiling, "in case that jerk Otto decides to follow us."

:Cool:

"Glad you think so. So be on the lookout. Dexter, start thinking up a plan for us. Revenge is coming our way." All four start chirping excitedly.

Otto was walking down the street, a block away from where Rachel was. He had to plan this out correctly, otherwise she probably end up killing herself rather than him. But what to do, what to do. He noticed a payphone across the street from him. Reaching into his coat pocket, he felt lucky that he still had three quarters with him. He crossed the street, picked up the phone, and dialed a number.

"Hello? This is Otto Octavius. I have someone here that needs help. She has short brown hair, blue eyes, and wears a light brown trench coat. Yes. I'll have her at the New York City Bank in ten minutes. What's that? Oh, yes. Her problem. Her problem is that she's insane. Of course. Thank-you very much." He hung up the phone. Ten minutes, he thought. He only has ten minutes to lure Rachel to the bank. Then a thought came to mind. He continued walking down the street, looking for Rachel. He noticed her across the street immediately. Of course, how hard was she to miss, with four actuators hanging in the air as she walked? He quickly walked past her, hoping she would notice him. She did.

_"Where the heck is he going?" _She thought to herself. _"Maybe I should follow him." _

**It could be a trap. **

_"Don't worry, what can he possibly do to us? You saw what we did to him before."_

(She has a point.)

_"Just be on the lookout for anything suspicious." _She walked down the street following him. Otto walked down the street, heading towards the bank. Then his tentacles spoke to him.

**_Father, she is following us. _**

_"Good. That's what I want."_ He stopped in an alleyway in front of the bank. Rachel followed him.

"I thought I told you not to follow me!" She said angrily, her tentacles hissing at him.

The man watched the two people conversing in the alleyway, one with tentacles. He placed his rifle on his shoulder, peering through the scope and aiming it at the girl. "That's it." He whispered. "Just stand still there for a minute." He placed his finger on the trigger…

**To be continued… **

**A/N: Left ya hanging there, huh ; hehe. Don't forget to answer the poll when you review! **

**Steph: I'm SO glad you read it! Thankies! (hug)**

**aleeock: Glad you're liking it! I hope I can post the next chapter before the shudders white-coats come for me. :S**

**Harry Hippie: What? ANOTHER Rachel? That makes… counts on fingers 2 Rachel's who are reading this fic! And as to your "Security Room" question; that's true. But hey! This is Ficland. No logic needed. XD**


	14. Providence

**A/N: Time for that all-important factor in a fic – the author's note! Hehe. But seriously you guys. I'm so sorry this so long! I've been so busy with school, and homework, and a book report, and research and argghh! I just haven't had any time to work on it. Thank goodness for the weekends, eh? Here are the fonts AGAIN, just to spite you. ;- **

:Josh:

**Venus**

(Ralph)

_**Dexter**_

**There ya go. Now on to the other half of that lovely cliffhanger I gave you! **

**14. Providence**

"Rachel, will you just please listen to me! I—"

"To late pal! I gave you warning, but you wouldn't listen!" Venus shot out the 15-inch blade. "And now you have to pay the price." She said, grinning evilly.

Suddenly a shot rang out, and Rachel let out a cry, falling to her knees. She gripped her leg, which was now stained crimson, and pouring blood out onto the ground. Rachel started breathing heavily, as Otto looked on, frowning and silent. The man with the rifle came out of the shadows and walked up to them.

"I heard you had a problem with an insane kid, so they sent me over to help out. The name's Frank. Frank Castle. I take it you're Mr. Octavius?"

"Dr. Octavius, to be precise. Thank-you for coming, though. This is Rachel." He said, gesturing to Rachel. She was glaring at Frank, who was busy talking to Otto. Slowly, she managed to lift herself up with the help of her Four, as Venus shot out her blade. Frank looked up at Rachel, and at Venus, who was rearing back, ready to stab. He immediately pulled out a pistol from his pocket and shot Rachel again in the leg, and she fell back down, holding her leg and clenching her teeth. Otto looked at Rachel with a concerned face, and then back to Frank. "What the hell did you do that for?"

"What are you blind? You saw that blade on her. I'm not just gonna let her stab me to death. It needed to be done."

"Well yes but—"

"Look, do you want me to take the kid or not?"

"Yes."

"Fine then. I need you to hold her down while I get a sedative." Frank said, opening up a suitcase with various medical instruments. Otto got down by Rachel, who was barely conscious as it was from the loss of blood, and held her down on the ground, while Frank took out a syringe from the suitcase. "Just calm down." Otto quietly whispered to Rachel. "Everything's going to be fine." Frank came nearer to them, with the syringe in hand, and Rachel glared at him out of the corner of her eye, and then back at Otto.

"You traitor." She muttered under her breath, though loud enough for Otto to hear. He frowned, surprised at what Rachel said, and unknowingly loosened his grip on her slightly. Rachel's tentacles sensed the sudden change, and burst up into the air, throwing Frank across the alleyway and lifting Rachel up and away from Otto. Venus shot out her blade, as Rachel turned her eyes towards Otto.

Frank got up, somewhat painfully, and took a tranquilizer rifle out of its holster on his back. He aimed it at Rachel, who was shouting indistinctly at Otto, and fired. A tranquilizer flew out of the gun and hit Rachel in the back of the neck, making her go limp, and she fell to the ground unconscious.

"That'll keep her quiet for a least an hour." He said, putting his rifle away and closing up the suitcase. Otto sighed, and lifted Rachel into his arms, tentacles and all.

"I'm sorry Rachel." He muttered. "This is for your own good."

Rachel opened her eyes. Sitting up, she rubbed the back of her sore neck, wondering what had happened. The room was cold, but... hey, where was her coat? Then she saw it hanging up on the wall. Josh reached over and retrieved it, and Rachel put it on, wrapping it around herself to keep warm. It was still bloodstained from her injury. She looked around, observing her surroundings. The grey cement walls were cold to the touch, and now that she thought about it, everything was that grey cement color. There was a tiny window with iron bars near the high ceiling across from where she was sitting. She began to stand up, but a sharp pain in her leg caused her to fall back down. She bent down and lifted up her pant leg, examining her wound. Below her knee, her leg was wrapped in a white bandage. She ran her hand up and down her calf, and winced when she came to the middle. Then she remembered. That was where she was shot, shot twice, actually. Ralph and Dexter helped her to stand up, supporting her, and she turned around, looking at a small cot. She glanced to her right, and saw iron bars barricading the open space instead of a wall. Looking beyond the bars, she saw a door, probably leading out of the building. To her left, there was another room just like the one Rachel was in. She stuck her head out of the bars to look farther left; the same exact rooms continued down the long cement-colored hallway. Looking back to the north where the door was, she saw a desk against the wall to the left of the exit. There was a computer on the desk, and a file card system next to it.

_"What is this place?" _She thought to herself. _"Well whatever it is I'm not staying here any longer." _Josh and Venus grabbed hold of the bars and began pulling.

"I wouldn't do that if I were you." A voice said. Rachel stopped, looking around for the voice. A man came out of another room and walked up her cell, carrying a rifle. Rachel recognized him immediately as the man who had shot her earlier that day. She glared at him, and Josh and Venus started hissing. "Don't get your tentacles up in a bunch." The man said. "My name's Frank Castle."

"Do you really think I care?" Rachel said sardonically.

"No, I figured as much." He leaned against his rifle.

"I've got some questions." Rachel said. She was really starting not to like this guy.

"Go ahead."

"Where am I?"

"The New York City Mental Institution."

"Wha..."

"You're in the nuthouse, kid." Rachel's eyes widened, and Josh and Venus resumed their posts, grabbing the iron bars and trying to pry them open. Then Rachel heard a click. Looking up, she saw Frank aiming his rifle at her. "You want more lead kid? Tell them things to lay off."

**What does he mean Rachel?**

_**Why is he aiming that black thing at us?**_

:What is it? It hurt you last time:

(We must destroy it! We must kill Frank!) Ralph lunged forward.

"Wait!" Rachel shouted. Ralph stopped and turned around, cocking his head at Rachel. "No." Rachel repeated. "Ralph, leave him alone." Ralph turned back to Frank, snaking up to his face. He hissed menacingly, and snapped at him, then came back to Rachel. He came up in front of her and opened wide, revealing his red sensor. He tittered for a few moments, all the while shining his sensor into her eyes. Rachel seemed to be hypnotized by it for a moment, for she was just staring into it, listening to him chirp. Then she blinked, and looked down at the ground. "I know." She quietly said. Frank, upon watching all of this, had now lowered his rifle, and was staring at Rachel.

"Do those things really talk to you?" He asked. Rachel nodded. Just then, Otto walked in through the door. He took one look at Rachel, and then turned to Frank.

"Well, how is she?"

"Fine, although she did try to kill me." Frank said. Otto turned to Rachel with a stern look. Rachel just stood there with a blank expression on her face, staring at Otto.

"Hey listen, I gotta run and attend to some things." Frank said. "You think you can watch her?"

"Yeah." Otto replied. Rachel watched as Frank walked down the hallway and out another door at the end, and then Josh grabbed Otto by his coat collar and jerked him over to Rachel's cell.

"Otto you gotta get me outta here!"

"Get a hold of yourself Rachel!" Otto yelled. "I can't do that."

"Yes you can! All you have to do is—"

"No, Rachel. I won't."

"You... won't?" She asked. Otto was silent. Rachel's eyes glistened. She swiftly turned away, and Josh pushed Otto away. "So that's it then," she said, staring impassively out the window. "You bless me with These," she said as her tentacles snaked down to her, and she turned around to face Otto. "And then, you call someone to shoot me, you bring me here, and then you tell me you won't help me? Why?"

"It's because of Them, that I did this." Said Otto. "Ever since you lost your inhibitor chip you've been deteriorating." As he spoke, Rachel's tentacles began to hiss. "You've been listening to them, taking their advice, without even giving a second thought to the matter. I feared for your safety, Rachel. That's why I called Frank. I didn't know he was going to hurt you. I only wanted you to be safe."

"Safe?" Rachel stated coldly, glaring at Otto. "This is safe? Shooting me twice with a rifle, shooting me with needles, and you call that safe?" Venus started advancing towards Otto, hissing.

"Rachel will you please listen to me? You're not like this! You never were like this! Face up to the facts; you need a new inhibitor chip! Now I don't know how you lost yours, but I can tell you for sure that it needs to be replaced."

"Lost?" Rachel chuckled. "You're so innocent Otto. I never lost my chip."

"You didn't?"

"You see, the day my parents were killed in that explosion, the day that I could have saved them, I just felt so alone. I wanted to die Otto; I wanted nothing more to do with this world! There was nothing left for me." As she explained, Venus came back to her and laid herself on her shoulder. Rachel smiled at her. "But then I thought about you Otto, how you had said that your actuators spoke to you. I knew the story; I knew how it all came to play. I wanted the same chance."

"So you destroyed your own inhibitor chip?" Otto asked confusedly.

"Yes I did. They spoke to me, and it was then that I realized that I didn't want to die after all. I had someone to talk to now, and I had power. Power to do whatever I wanted. I'm on a mission Otto. And I'm not giving up. You have to let me out of here!"

"And what is your mission?" Otto asked angrily. "Destroying Spider-Man? Rachel you have so much potential! Don't waste your time with this! You can do wonderful things; you just need the proper mentality."

"It won't be wasting my time. It was Spider-Man's fault that my parents were killed, that good-for-nothing web-head. He calls himself a hero, and yet he can't even save two innocent people from a burning building! My heart burns for revenge, Otto. There's nothing you can do to change my mind. And there's nothing you can do to stop me from completing the task at hand." She turned away from him and sat down, wrapping her coat around herself to keep warm. Otto opened his mouth to speak, but stopped.

"Fine." He said vacuously. "But you know I can't let you leave this place. Not unless you get another chip." Rachel didn't answer him. Otto sighed, and sat down in a chair across from Rachel. _"Why are you so stubborn Rachel? Can't you see what this has already done to you?" _

(You should've let me kill Frank.)

**But then someone else would have come and hurt Rachel!**

(We can kill whoever comes in our path. We have the Web-head to take care of, remember?)

**That's true...**

:Rachel, why are you so sad:

(You're really stupid if you don't know that, Josh.)

:Hey:

**Will you two please stop fighting? Can't you see Rachel's not in a good mood?**

(Then go cheer her up why don't you.)

**You are so uncaring! I'm sorry Rachel. Is there anything we can do to help?**

_"No. I just need some time to think."_

Otto sat there watching as Rachel's tentacles hovered over her, looking from each other to her to him.

"What are they saying?" He asked. Rachel quickly turned around.

"Nothing."

"No, I know they were talking to you. I can tell."

"Well it's not like I'd tell you anyway."

"Very well. I just thought you might want to talk."

"Well I don't. And could you please leave me alone?" She said irritably, turning her back to him. Otto softly laughed.

"And to think how excited you were when you first met me." Rachel faced him again, glaring at him.

"You simply don't understand the concept of solitude, do you?"

"I'm sorry, I'm sorry. It just reminded me of that time."

"Well then why don't you go reminisce about that and leave me be!" She shouted, tentacles hissing. Otto looked surprisingly at her first, and then looked away. Rachel could tell he was obviously incensed, and therefore turned around and stared blankly at the wall.

**Look what you've done now; she's sad again!**

(I didn't do anything!)

_"Guys, could you please be a little quieter? For me?"_

**Of course.**

(Sorry.)

_"Thanks. I really need some time to think." _

**About what? Do you want some help?**

_"Yes, that would be great. I have to get out of here. And I'm going to need your guys' help." _

(We can get out right now. We have the power.)

_"No, Ralph. I'm aware of that, but I want to do this a different way. I have something in mind..." _

**To be continued...**

**A/N: Well, waddaya think? Again, sorry this one took so long. I've been... busy. Yeah, busy. Busy busy busy... hehe. But please, tell me what you think! I'm dying for a review! **

**Moonjava: Thanks**

**Phoenix Master: is proud Thankies!**

**SpiderFreak: er... thanks. But there's really no need to cuss, doncha think?**

**Hazelle: hehe. well here ya go! wait no longer!**

**Octavius92: email me sometime and we'll talk about the problem. Or, better yet, IM me if you can. **


	15. Manipulating a Criminal Mind

**A/N: Oh my goodness...has it really been this long since I've updated? I'm extremely sorry people, I've had heavy writer's block for a while now; my spark is gone. I know you've all been waiting for this. I hope it meets your standards. So, hope you like it and please review! Once again, here are the fonts. Heck, it's been so long even I've forgotten half of my own story! I wonder if my writing's improved at all? Please let me know! Enough of my pity party. On to a long-awaited chapter! **

:Josh:

**Venus**

(Ralph)

_**Dexter**_

--

**15. Manipulating a Criminal Mind **

Otto was sitting at his desk in the basement. It was three o' clock in the morning, and he was barely staying awake. He couldn't think of anything but Rachel, pondering on how he could convince her to let him help her.

Yes, she had gone insane. There was no doubt about that in his mind. However, he still thought there was this little speck of the old Rachel left, although it was buried underneath all the negative influence from her actuators.

Yet somehow, he felt responsible for the entire situation. Ever since he met Rachel, he had the thought of designing a set of actuators for her. It just so happened that at the time he had finished them, it was Rachel's birthday. He remembered watching her eyes light up when he removed the sheet from them, how happy she had been. Training her in how to use them, watching her in her first battle with Spider-Man... Wait...it was Spider-Man who had failed to save the people in the burning building before it collapsed. When her parents died, Rachel went into hysterics, and ran away. It was then that Otto began to remember. Later on, she had explained everything to him. Humph. Shows how much he listened. His mind had been so absorbed with remedying the problem; he didn't listen to Rachel's motives.

However, that didn't excuse the fact that there was a problem. He had to think of a way to fix it. He could either somehow get a new inhibitor chip onto her harness, but that would be difficult considering how he could barely get near her anymore. Perhaps he could find a way to bring her out of her mental state. What could there be though, that could possibly get her to snap out of it? Maybe he could think of something in the morning. Trudging upstairs, he walked down the hall towards his room. On his way, he passed Rachel's room. He pushed the door open and took a step inside, looking around. He looked towards her desk with her laptop on top, remembering how she used to sit there for hours on end, writing stories. He sighed, and went to his room, crawling into bed. He could only hope that his mind would come up with an idea to help Rachel, as he fell asleep.

------------------------

Rachel was exhausted. Sitting on the small cot in her cell, she thought. She had been sitting there like a statue for the past two days, thinking of a plan. That thought, that one thought had been drilled into her mind. The thought of how happy she'd feel once she had destroyed Spider-Man. Her mind had become so absorbed with coming up with a way to escape this living hell, that she had abandoned all sleep, food, and any interaction with human life. The only thing keeping her from a complete mental breakdown was the constant conversation and praise from her actuators.

:Aren't you tired, Rachel? You should be getting some sleep.:

(But we have to think of a plan, remember? Spider-Man's dead corpse in our possession is the only thing that matters right now!)

**But she needs her rest, or we won't be able to get the job done right! **

(But time is running out. Besides, we'll be doing most of the work.)

**_You can do it, Rachel. With our help, we'll be able to think up a good plan and get the job done right! Although, I must also agree with Venus._**

(What?)

**_Venus is correct. Rachel needs her rest. We've all witnessed her decline; she's refused all food, she hasn't slept...at this rate, she'll die. Along with us... _**

:Really? I never thought of it that way...what do you think Rachel? Rachel...:

Rachel hung her head towards the ground, her hair falling into her pale face. She turned her eyes to the small window her in cell, her lips curling up into a twisted, maniacal grin.

"I've got it..."

Frank Castle had been sitting in the back, watching Rachel. He still didn't fully understand what kind of power those actuators had over her. But he knew she was up to something. No one could be that still for no apparent reason, especially someone as nutty as she.

He watched her just sitting there, her actuators swaying back and forth occasionally. Often they would snake down to her face, as if they were somehow communicating with her. Finally, Rachel lay down on the cot and went to sleep.

_"Finally," _Frank thought to himself. _"She needs the rest." _

----------------------------

The following morning, Otto woke up feeling refreshed and rejuvenated. The sun was shining, it was a beautiful morning, and he felt good about himself.

_"Perhaps I have a good chance with Rachel after all..."_

He went down to the basement and walked to his desk, pulling open a drawer. He reached inside and took out an extra inhibitor chip, identical to the one Rachel had. Holding it up to the light he examined it, observing to make sure it was perfect. It seemed to be in fine condition. Of course it was; Otto would never settle for making something less than his best ability! So now that he knew the problem wasn't a defective inhibitor chip, he knew what the problem was for real. It was exactly as he feared; the actuators taking on a life of their own and influencing Rachel in a way that she couldn't or wouldn't resist. Another inhibitor chip placed on her harness could help to remedy the effect; however, it would take some time for Rachel to get used to the withdrawal of the conversation her actuators provided.

Of course, there was also the issue of actually getting Rachel (and her troublesome actuators) to sit still long enough for Otto to install the chip. He needed some sort of plan, some way to coax Rachel into trusting him, just long enough for the task to be accomplished. But Otto wasn't one for formulating plots! Granted, he may be a nuclear genius and one of the world's greatest scientists, but he needed more than science for this assignment. He glanced up at his actuators, who were listening to his every thought.

_"I'm going to need your help."_

------------------------------

:Rachel? Rachel...:

_"Unnhh..."_

**Good morning, Rachel! **

Rachel slowly opened her eyes to see two bright red lights hovering in the air, staring at her.

"Gahh!" She jumped out of bed; almost falling flat on her face, but Josh and Venus caught her. She looked out of the tiny window in the corner of her cell and squint her eyes and the bright sunlight.

"Too bad we're stuck in here..." she said to herself. "It's a beautiful day."

Walking to the front of her cell, she looked around her. Frank was sitting in the chair asleep. He had his rifle resting on his chest, his hands clasped atop it and his chin resting on the barrel. Rachel snickered. "Yeah. Real smart there, Mr. Castle." Ralph and Dexter snaked up behind her, whirring softly as they spoke.

(You seem quite refreshed. Are you ready for today?)

_"Yes. Absolutely."_

_**We're glad to hear that, Rachel. We've been pondering on a plan while you were sleeping, and we have some wonderful ideas to add to your plan.**_

_"Tell me everything." _

----------------------------

Otto placed the inhibitor chip in a small plastic case and dropped it into his pocket.

"We're all set then. Everything's planned. Let's just hope we can even talk to Rachel anymore." He muttered as he walked out the door. He finally made it to the asylum. He looked at the door in front of him, keeping his mind set on what he had to do. Closing his eyes, he took a deep breath, and opened the door. He walked inside and turned the corner, making his way down the hallway to Rachel's cell.

----------------------------

Rachel heard footsteps approaching, gradually getting louder as the person came nearer.

_"Okay. We all know what the plan is. We're ready for you, Otto." _

She saw Otto turn the final corner and make it to her cell. Frank was standing up, leaning against his rifle.

"So, you're finally here, eh?" He said.

"Yes," Otto replied. "I am. If you don't mind, I'd like to have a word with Rachel privately."

Frank hesitated for a moment, and Otto gave him a seemingly interpretative look of 'I can handle this'.

"Suit yourself." He said nonchalantly, picking up his rifle. "Watch how you move." He said over his shoulder, strolling down the hall and turning the corner, disappearing out of sight.

Otto turned back and looked at Rachel. She had changed so much; she looked so degraded; her bloodied face, ratty old trench coat, and steel actuators. And yet, half of her was still the old Rachel, the smiling fangirl he met on the sidewalk in Time Square. Things had surely changed...and it was up to Otto to right them again.

"Rachel...we need to talk."

"I know...I've been thinking and... I'm sorry." She looked up at Otto, a small gleam in her eyes. "I'm sorry I've been acting this way, but...They...They understand me, They listen to me! They're the only friends I have."

"It may seem that way to you, Rachel, but They're only manipulating you. I know who you are inside, don't listen to Them! I can help you, if you only allow me to!" Otto said. Rachel cringed, the anger inside of her increasing. She didn't want to hear the same lecture again. Her actuators sensed this and tensed, ready to attack if necessary.

_"I have to compose myself...or the plan will never follow through."_ She took a deep breath, and relaxed a bit.

"I understand," she said. "I'm...I've decided that I'm willing to let you help me."

"Are you serious about this?" Otto said, quite taken aback. He surely didn't expect it to be this easy. He slowly slipped his hand into his pocket and pulled out the plastic box, holding it up for Rachel to see. "I have a new inhibitor chip for you, if you'll allow me to install it onto your harness; you'll be able to leave this place." Rachel looked at him, with a shine of hope. Otto lowered his voice a bit. "However, it will also mean that you won't be able to converse with your actuators anymore. You will have completely control over Them, and you'll never hear Their voices again." Rachel nodded slowly.

"I understand the consequences. I'm ready." She said.

Otto removed his gloves and held the inhibitor chip in his hand. He slowly walked towards Rachel, keeping an eye on her actuators at all times. Rachel turned around so her back was facing Otto. They were separated by the iron bars, although it wasn't much of a barrier to say the least. Rachel remained silent as Otto's hand moved closer to her harness, her face twisting into an insane smile.

_"That's it, Otto. Just come a little bit closer..."_

**A/N: Wowies...I rather like the way this ended, what do you think? I originally intended for this chapter to be longer, but once again, I shortened it because of my lack of patience. I swear; I nearly fell over and passed out on the laptop finishing this chapter at 3 in the morning. But I wanted to get it done so badly! Well, that's about all, please tell me what you think, and I'll work hard to update on a semi-regular basis! **


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